Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Amending and Restating the Second Amended and Restated Certificate of Incorporation of the Exchange's Ultimate Parent Company, Intercontinental Exchange, Inc., 59674-59676 [2016-20731]

Download as PDF 59674 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices proposed rule changes, as modified by Amendments No. 1, on an accelerated basis. SECURITIES AND EXCHANGE COMMISSION VI. Conclusion [Release No. 34–78662; File No. SR– NYSEArca–2016–119] IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Act,29 that the proposed rule changes (SR–BX–2016–037; SR–NASDAQ– 2016–067; SR–Phlx–2016–58), as modified by Amendments No. 1, be, and hereby are, approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.30 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20736 Filed 8–29–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 500–1] In the Matter of MarilynJean Interactive Inc.; Order of Suspension of Trading August 26, 2016 mstockstill on DSK3G9T082PROD with NOTICES It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of MarilynJean Interactive Inc. (CIK 0001504464) because of concerns about recent, unusual and unexplained market activity in the company’s common stock. MarilynJean Interactive Inc. is a Nevada corporation with its principal place of business located in Henderson, Nevada. Its stock is quoted on OTC Link (previously ‘‘Pink Sheets’’), operated by OTC Markets Group Inc., under the ticker: MJMI. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. Therefore, It Is Ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed company is suspended for the period from 9:30 a.m. EDT on August 26, 2016, through 11:59 p.m. EDT on September 9, 2016. By the Commission. Lynn M. Powalski, Deputy Secretary. [FR Doc. 2016–20924 Filed 8–26–16; 4:15 pm] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Amending and Restating the Second Amended and Restated Certificate of Incorporation of the Exchange’s Ultimate Parent Company, Intercontinental Exchange, Inc. August 24, 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 August 17, 2016, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. 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 and restate the Second Amended and Restated Certificate of Incorporation (the ‘‘ICE Certificate’’) of the Exchange’s ultimate parent company, Intercontinental Exchange, Inc. (‘‘ICE’’), to increase ICE’s authorized share capital, and to make other, nonsubstantive changes. 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. BILLING CODE 8011–01–P 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 29 15 U.S.C. 78s(b)(2). 30 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 20:04 Aug 29, 2016 2 15 Jkt 238001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The proposed amendments would revise the ICE Certificate 4 to increase the total number of authorized shares of ICE common stock, par value $0.01 per share (‘‘Common Stock’’), and make other, non-substantive changes. More specifically, the Exchange proposes to make the following amendments to the ICE Certificate: • In Article IV, section A, the total number of shares of stock that ICE is authorized to issue would be changed from 600,000,000 to 1,600,000,000 shares, and the portion of that total constituting Common Stock would be changed from 500,000,000 to 1,500,000,000 shares. • In Article V, section A.5, the reference to ‘‘this Section A of ARTICLE VI’’ would be corrected to refer to ‘‘this Section A of ARTICLE V’’. • References to the ‘‘Second Amended and Restated Certificate of Incorporation’’ would be changed throughout to refer to the ‘‘Third Amended and Restated Certificate of Incorporation’’, and related technical and conforming changes would be made to the recitals and signature page of the ICE Certificate. The proposed amendments to the ICE Certificate were approved by the board of directors of ICE (‘‘ICE Board’’) on August 1, 2016. The Exchange proposes that the above amendments to the ICE Certificate would be effective when filed with the Department of State of Delaware, which would not occur until approval of the amendments by the stockholders of ICE is obtained at a Special Meeting of Stockholders on October 12, 2016. The trading price of ICE’s Common Stock has risen significantly since ICE’s initial public offering in 2005,5 and the ICE Board believes that such price 4 ICE owns 100% of the equity interest in Intercontinental Exchange Holdings, Inc., which in turn owns 100% of the equity interest in NYSE Holdings LLC. NYSE Holdings LLC owns 100% of the equity interest of NYSE Group, Inc., which in turn directly owns 100% of the equity interest of the Exchange and its affiliates New York Stock Exchange LLC and NYSE MKT LLC. ICE is a publicly traded company listed on the Exchange’s affiliate New York Stock Exchange LLC. The Exchange’s affiliates, New York Stock Exchange LLC and NYSE MKT LLC, have each submitted substantially the same proposed rule change to propose the changes described herein. See SR– NYSE–2016–57 and SR–NYSEMKT–2016–80. 5 The closing price of ICE’s Common Stock on July 29, 2016, the trading date prior to the ICE Board vote to approve the proposal, was $264.20. The price of ICE’s Common Stock at its initial public offering on November 16, 2005, was $26.00. E:\FR\FM\30AUN1.SGM 30AUN1 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices appreciation may impact the liquidity of ICE’s Common Stock, making it more difficult to efficiently trade and potentially less attractive to certain investors. Accordingly, the ICE Board approved pursuing a 5-for-1 stock split by way of a stock dividend, pursuant to which the holders of record of shares of Common Stock would receive, by way of a dividend, four shares of Common Stock for each share of Common Stock held by such holder (the ‘‘Stock Dividend’’). The ICE Board’s approval of the Stock Dividend was contingent upon Commission and ICE stockholder approval of the proposed amendments to the ICE Certificate. The number of shares of Common Stock proposed to be issued in the Stock Dividend exceeds ICE’s authorized but unissued shares of Common Stock. The proposed rule change would increase ICE’s authorized shares of Common Stock and shares of capital stock sufficient to allow ICE to effectuate the Stock Dividend. The proposed changes would not alter the limitations on voting and ownership set forth in section V of the ICE Certificate. Such limitations were introduced at the time of ICE’s acquisition of the Exchange, to ‘‘minimize the potential that a person could improperly interfere with or restrict the ability of the Commission, the Exchange, or its subsidiaries to effectively carry out their regulatory oversight responsibilities under the Act.’’ 6 2. Statutory Basis mstockstill on DSK3G9T082PROD with NOTICES The Exchange believes that the proposed rule change is consistent with section 6(b) of the Exchange Act,7 in general, and section 6(b)(1) of the Exchange Act,8 in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The proposal to increase ICE’s authorized shares of Common Stock and shares of capital stock sufficient to 6 See Securities Exchange Act Release No. 70210 (August 15, 2013), 78 FR 51758 (August 21, 2013) (SR–NYSE– 2013–42; SR–NYSEMKT–2013–50; and SR–NYSEArca–2013–62), at 51760. ICE was previously named IntercontinentalExchange Group, Inc. See Securities Exchange Act Release No. 72157 (May 13, 2014), 79 FR 28794 (May 19, 2014) (SR– NYSEArca–2014–52). 7 15 U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(1). VerDate Sep<11>2014 20:04 Aug 29, 2016 Jkt 238001 allow ICE to effectuate the Stock Dividend would not impact the Exchange’s ability to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act. In particular, the proposed changes would not alter the limitations on voting and ownership set forth in section V of the ICE Certificate, and so the proposed changes would not enable a person to ‘‘improperly interfere with or restrict the ability of the Commission, the Exchange, or its subsidiaries to effectively carry out their regulatory oversight responsibilities under the Act.’’ 9 For similar reasons, the proposal is consistent with section 6(b)(5) of the Exchange Act,10 because it would not impact the Exchange’s governance or regulatory structure, which would continue to 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. The Exchange believes that approval of the proposal would remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, protect investors and the public interest, because by increasing ICE’s authorized shares of Common Stock and shares of capital stock sufficient to allow ICE to effectuate the Stock Dividend, the proposed rule change will facilitate broader ownership of ICE. The Exchange believes that amending Article V, section A.5, to correct the reference to ‘‘this Section A of ARTICLE VI’’ to refer to ‘‘this Section A of ARTICLE V’’ would reduce potential confusion that may result from having an incorrect reference in the ICE Certificate. Replacing such incorrect reference would further the goal of transparency and add clarity to the ICE Certificate. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. 9 See Securities Exchange Act Release No. 70210, supra note 6, at 51760. 10 15 U.S.C. 78f(b)(5). PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 59675 The proposed rule change is not designed to address any competitive issue but rather is concerned solely with the number of authorized shares of Common Stock and shares of capital stock of the Exchange’s ultimate parent. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: A. by order approve or disapprove such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2016–119 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–NYSEArca-2016–119. 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 (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule E:\FR\FM\30AUN1.SGM 30AUN1 59676 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2016–119, and should be submitted on or before September 20, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20731 Filed 8–29–16; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78660; File No. SR–FINRA– 2016–034] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Extend the Effective Date of SR–FINRA–2016–028 mstockstill on DSK3G9T082PROD with NOTICES August 24, 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 August 19, 2016, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as constituting a ‘‘non-controversial’’ rule change under paragraph (f)(6) of Rule 19b–4 under the Act,3 which renders CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 1 15 VerDate Sep<11>2014 20:04 Aug 29, 2016 Jkt 238001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change FINRA is proposing to extend the effective date of SR–FINRA–2016–028 until October 24, 2016. The text of the proposed rule change is available on FINRA’s Web site at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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 BILLING CODE 8011–01–P 11 17 the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1. Purpose On July 22, 2016, FINRA filed a proposed rule change (SR–FINRA– 2016–028) 4 to amend Rule 6121.01 (Trading Pauses) to clarify the operation of the Regulation NMS Plan to Address Extraordinary Volatility (‘‘Plan’’) 5 regarding the short period of time (generally up to three milliseconds) following the resumption of trading after a Trading Pause or Regulatory Halt and before the Price Bands are received from the Processor for securities that are subject to the Plan. Specifically, SR–FINRA–2016–028 provided that, following a Trading Pause or Regulatory Halt in an NMS Stock that is subject to the Plan, a member may resume trading otherwise than on an exchange if trading has commenced on the primary listing exchange (or on another national securities exchange in the case of the resumption of trading following a ten4 See Securities Exchange Act Release No. 78435 (July 28, 2016), 81 FR 51239 (August 3, 2016) (Notice of Filing and Immediate Effectiveness of File No. SR–FINRA–2016–028). 5 Unless otherwise specified, the capitalized terms used herein have the same meanings as set forth in the Plan. PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 minute trading pause) and either: (1) The member has received the Price Bands from the Processor; or (2) if immediately following a Trading Pause or Regulatory Halt the member has not yet received the Price Bands from the Processor, the member has calculated an upper price band and lower price band consistent with the methodology provided for in Section V of the Plan and ensures that any transactions prior to the receipt of the Price Bands from the Processor are within the ranges provided for pursuant to the Plan, consistent with Section VI(A)(1) of the Plan. In SR–FINRA–2016–028, FINRA established an effective date of August 22, 2016 for the proposed rule change. FINRA is filing the instant proposal to extend the effective date until October 24, 2016 to permit members additional time to make any technological changes necessary in connection with SR– FINRA–2016–028. FINRA has filed the proposed rule change for immediate effectiveness and has requested that the SEC waive the requirement that the proposed rule change not become operative for 30 days after the date of the filing. The operative date of the proposed rule change will be August 19, 2016 to extend the effective date of SR–FINRA–2016–028 until October 24, 2016. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,6 which requires, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. The proposed rule change also is designed to support the principles of Section 11A(a)(1) of the Act 7 in that it seeks to assure fair competition among brokers and dealers and among exchange markets. The proposed rule change is designed to provide members additional time to make any technological changes necessary in connection with SR– FINRA–2016–028, which was designed to better implement the goals of the Plan approved by the Commission as reasonably designed to prevent potentially harmful price volatility, including severe volatility of the kind that occurred on May 6, 2010. Thus, FINRA believes that the proposed rule change seeks to help ensure that the goals of the Plan are met. 6 15 7 15 E:\FR\FM\30AUN1.SGM U.S.C. 78o–3(b)(6). U.S.C. 78k–1(a)(1). 30AUN1

Agencies

[Federal Register Volume 81, Number 168 (Tuesday, August 30, 2016)]
[Notices]
[Pages 59674-59676]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-20731]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78662; File No. SR-NYSEArca-2016-119]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Amending and Restating the Second Amended and 
Restated Certificate of Incorporation of the Exchange's Ultimate Parent 
Company, Intercontinental Exchange, Inc.

August 24, 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 August 17, 2016, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 and restate the Second Amended and 
Restated Certificate of Incorporation (the ``ICE Certificate'') of the 
Exchange's ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''), to increase ICE's authorized share capital, and to make 
other, non-substantive changes. 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 proposed amendments would revise the ICE Certificate \4\ to 
increase the total number of authorized shares of ICE common stock, par 
value $0.01 per share (``Common Stock''), and make other, non-
substantive changes. More specifically, the Exchange proposes to make 
the following amendments to the ICE Certificate:
---------------------------------------------------------------------------

    \4\ ICE owns 100% of the equity interest in Intercontinental 
Exchange Holdings, Inc., which in turn owns 100% of the equity 
interest in NYSE Holdings LLC. NYSE Holdings LLC owns 100% of the 
equity interest of NYSE Group, Inc., which in turn directly owns 
100% of the equity interest of the Exchange and its affiliates New 
York Stock Exchange LLC and NYSE MKT LLC. ICE is a publicly traded 
company listed on the Exchange's affiliate New York Stock Exchange 
LLC. The Exchange's affiliates, New York Stock Exchange LLC and NYSE 
MKT LLC, have each submitted substantially the same proposed rule 
change to propose the changes described herein. See SR-NYSE-2016-57 
and SR-NYSEMKT-2016-80.
---------------------------------------------------------------------------

     In Article IV, section A, the total number of shares of 
stock that ICE is authorized to issue would be changed from 600,000,000 
to 1,600,000,000 shares, and the portion of that total constituting 
Common Stock would be changed from 500,000,000 to 1,500,000,000 shares.
     In Article V, section A.5, the reference to ``this Section 
A of ARTICLE VI'' would be corrected to refer to ``this Section A of 
ARTICLE V''.
     References to the ``Second Amended and Restated 
Certificate of Incorporation'' would be changed throughout to refer to 
the ``Third Amended and Restated Certificate of Incorporation'', and 
related technical and conforming changes would be made to the recitals 
and signature page of the ICE Certificate.
    The proposed amendments to the ICE Certificate were approved by the 
board of directors of ICE (``ICE Board'') on August 1, 2016. The 
Exchange proposes that the above amendments to the ICE Certificate 
would be effective when filed with the Department of State of Delaware, 
which would not occur until approval of the amendments by the 
stockholders of ICE is obtained at a Special Meeting of Stockholders on 
October 12, 2016.
    The trading price of ICE's Common Stock has risen significantly 
since ICE's initial public offering in 2005,\5\ and the ICE Board 
believes that such price

[[Page 59675]]

appreciation may impact the liquidity of ICE's Common Stock, making it 
more difficult to efficiently trade and potentially less attractive to 
certain investors. Accordingly, the ICE Board approved pursuing a 5-
for-1 stock split by way of a stock dividend, pursuant to which the 
holders of record of shares of Common Stock would receive, by way of a 
dividend, four shares of Common Stock for each share of Common Stock 
held by such holder (the ``Stock Dividend''). The ICE Board's approval 
of the Stock Dividend was contingent upon Commission and ICE 
stockholder approval of the proposed amendments to the ICE Certificate.
---------------------------------------------------------------------------

    \5\ The closing price of ICE's Common Stock on July 29, 2016, 
the trading date prior to the ICE Board vote to approve the 
proposal, was $264.20. The price of ICE's Common Stock at its 
initial public offering on November 16, 2005, was $26.00.
---------------------------------------------------------------------------

    The number of shares of Common Stock proposed to be issued in the 
Stock Dividend exceeds ICE's authorized but unissued shares of Common 
Stock. The proposed rule change would increase ICE's authorized shares 
of Common Stock and shares of capital stock sufficient to allow ICE to 
effectuate the Stock Dividend.
    The proposed changes would not alter the limitations on voting and 
ownership set forth in section V of the ICE Certificate. Such 
limitations were introduced at the time of ICE's acquisition of the 
Exchange, to ``minimize the potential that a person could improperly 
interfere with or restrict the ability of the Commission, the Exchange, 
or its subsidiaries to effectively carry out their regulatory oversight 
responsibilities under the Act.'' \6\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 70210 (August 15, 
2013), 78 FR 51758 (August 21, 2013) (SR-NYSE- 2013-42; SR-NYSEMKT-
2013-50; and SR-NYSEArca-2013-62), at 51760. ICE was previously 
named IntercontinentalExchange Group, Inc. See Securities Exchange 
Act Release No. 72157 (May 13, 2014), 79 FR 28794 (May 19, 2014) 
(SR-NYSEArca-2014-52).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) of the Exchange Act,\7\ in general, and section 
6(b)(1) of the Exchange Act,\8\ in particular, in that it enables the 
Exchange to be so organized as to have the capacity to be able to carry 
out the purposes of the Exchange Act and to comply, and to enforce 
compliance by its exchange members and persons associated with its 
exchange members, with the provisions of the Exchange Act, the rules 
and regulations thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The proposal to increase ICE's authorized shares of Common Stock 
and shares of capital stock sufficient to allow ICE to effectuate the 
Stock Dividend would not impact the Exchange's ability to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act. In particular, the proposed changes would not 
alter the limitations on voting and ownership set forth in section V of 
the ICE Certificate, and so the proposed changes would not enable a 
person to ``improperly interfere with or restrict the ability of the 
Commission, the Exchange, or its subsidiaries to effectively carry out 
their regulatory oversight responsibilities under the Act.'' \9\
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 70210, supra note 6, 
at 51760.
---------------------------------------------------------------------------

    For similar reasons, the proposal is consistent with section 
6(b)(5) of the Exchange Act,\10\ because it would not impact the 
Exchange's governance or regulatory structure, which would continue to 
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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that approval of the proposal would remove 
impediments to, and perfect the mechanism of a free and open market and 
a national market system and, in general, protect investors and the 
public interest, because by increasing ICE's authorized shares of 
Common Stock and shares of capital stock sufficient to allow ICE to 
effectuate the Stock Dividend, the proposed rule change will facilitate 
broader ownership of ICE.
    The Exchange believes that amending Article V, section A.5, to 
correct the reference to ``this Section A of ARTICLE VI'' to refer to 
``this Section A of ARTICLE V'' would reduce potential confusion that 
may result from having an incorrect reference in the ICE Certificate. 
Replacing such incorrect reference would further the goal of 
transparency and add clarity to the ICE Certificate.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with the number of authorized shares of Common Stock 
and shares of capital stock of the Exchange's ultimate parent.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. by order approve or disapprove such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2016-119 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-NYSEArca-2016-119. 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 (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule

[[Page 59676]]

change that are filed with the Commission, and all written 
communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE., Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
the filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2016-119, and should be submitted on or before 
September 20, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-20731 Filed 8-29-16; 8:45 am]
 BILLING CODE 8011-01-P