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]
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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).
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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
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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).
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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).
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Fmt 4703
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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 (https://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 (https://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
https://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.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
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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\
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\9\ See Securities Exchange Act Release No. 70210, supra note 6,
at 51760.
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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.
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\10\ 15 U.S.C. 78f(b)(5).
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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 (https://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 (https://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
