Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate of Incorporation of NYSE Group, Inc., 11960-11962 [2017-03803]
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11960
Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80084; File No. SR–NYSE–
2017–04]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending the
Eighth Amended and Restated
Certificate of Incorporation of
Intercontinental Exchange Holdings,
Inc. and the Fifth Amended and
Restated Certificate of Incorporation of
NYSE Group, Inc.
February 22, 2017.
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 February
8, 2017, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’), filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I 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.
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I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to amend (a)
the Eighth Amended and Restated
Certificate of Incorporation of
Intercontinental Exchange Holdings,
Inc. (the ‘‘ICE Holdings Certificate’’) to
add a reference to the name under
which it filed its original certificate of
incorporation, and (b) the Fifth
Amended and Restated Certificate of
Incorporation of NYSE Group, Inc. (the
‘‘Fifth Amended NYSE Group
Certificate’’) to update obsolete
references. 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
1 15
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
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the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to make nonsubstantive changes to (a) the ICE
Holdings Certificate to add a reference
to the name under which it filed its
original certificate of incorporation, and
(b) the Fifth Amended NYSE Group
Certificate to update obsolete references.
ICE Holdings Certificate
The Exchange’s parent, NYSE Group,
is a wholly-owned subsidiary of NYSE
Holdings LLC, which is in turn 100%
owned by Intercontinental Exchange
Holdings, Inc. (‘‘ICE Holdings’’).
Intercontinental Exchange, Inc. (‘‘ICE’’),
a public company listed on the NYSE,
owns 100% of ICE Holdings.
The original certificate of
incorporation of ICE Holdings was filed
in 2000, under the name
‘‘IntercontinentalExchange, Inc.’’ In
2014, ICE Holdings changed its name
from ‘‘IntercontinentalExchange, Inc.’’
to ‘‘Intercontinental Exchange Holdings,
Inc.’’ At the same time, ICE Holding’s
parent, ICE, changed its name from
‘‘IntercontinentalExchange Group, Inc.’’
to ‘‘Intercontinental Exchange, Inc.’’ 4
In response to a comment received
from the State of Delaware Department
of State, the Exchange proposes to
amend paragraph (1) of the ICE
Holdings Certificate to add a reference
to the fact that the original certificate of
incorporation was filed under the name
‘‘IntercontinentalExchange, Inc.’’ The
revised paragraph would read as follows
(proposed new text underlined):
(1) The present name of the Corporation is
Intercontinental Exchange Holdings, Inc. The
original Certificate of Incorporation of the
Corporation was filed on June 16, 2000 (the
‘‘Original Certificate of Incorporation), and
the name under which the Corporation filed
the Original Certificate of Incorporation was
IntercontinentalExchange, Inc.
Fifth Amended NYSE Group Certificate
The Securities and Exchange
Commission approved the Fifth
Amended NYSE Group Certificate on
January 30, 2017.5
4 See Securities Exchange Release No. 72158 (May
13, 2014), 79 FR 28784 (May 19, 2014) (SR–NYSE–
2014–52).
5 See Securities Exchange Release No. 79901
(January 30, 2017), 82 FR 9251 (February 3, 2017)
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Sfmt 4703
The Exchange proposes to amend the
Fifth Amended NYSE Group Certificate
to update obsolete references to the
Fourth Amended and Restated
Certificate of Incorporation of NYSE
Group (‘‘Fourth Amended NYSE Group
Certificate’’). More specifically, the
Exchange proposes to:
• Amend Article XIV, ‘‘Effective
Time,’’ to replace ‘‘Fourth’’ with ‘‘Fifth’’
and to replace December 29, 2014, the
date of effectiveness of the Fourth
Amended NYSE Group Certificate, with
a placeholder which will be completed
with the date that the Fifth Amended
NYSE Group Certificate becomes
effective; and
• on the signature page of the NYSE
Group Certificate, replace ‘‘Fourth’’ with
‘‘Fifth’’ and replace December 29, 2014,
with a placeholder which will be
completed with the date that the Fifth
Amended NYSE Group Certificate
becomes effective.
No other changes to the ICE Holdings
Certificate or Fifth Amended NYSE
Group Certificate are proposed.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Exchange Act 6 in
general, and with Section 6(b)(1) 7 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 proposed amendment to the ICE
Holdings Certificate to add a reference
to the name under which it filed its
original certificate of incorporation is a
non-substantive, ministerial change
requested by the State of Delaware
Department of State that does not
impact either the governance or
ownership of the Exchange. The
Exchange believes that the proposed
change is consistent with Section 6(b)(1)
because it would contribute to the
orderly operation of the Exchange by
adding clarity and transparency to the
Exchange’s rules and would enable the
Exchange to continue to be so organized
as to have the capacity to carry out the
purposes of the Exchange Act and
comply and enforce compliance with
the provisions of the Exchange Act by
(SR–NYSE–2016–90, SR–NYSEMKT–2016–122,
and SR–NYSEArca–2016–167).
6 15 U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(1).
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Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices
its members and persons associated
with its members.
For similar reasons, the Exchange also
believes that the proposed change
furthers the objectives of Section 6(b)(5)
of the Exchange Act 8 because the
proposed rule change would be
consistent with and facilitate a
governance and regulatory structure that
is 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.
As discussed above, the proposed
changes to amend the Fifth Amended
NYSE Group Certificate, which would
replace obsolete references to the Fourth
Amended NYSE Group Certificate with
references to the Fifth Amended NYSE
Group Certificate and update the date of
effectiveness, removes impediments to
and perfects the mechanism of a free
and open market by removing confusion
that may result from having these
references in the Fifth Amended NYSE
Group Certificate. The Exchange further
believes that the proposal removes
impediments to and would perfect the
mechanism of a free and open market by
ensuring that persons subject to the
Exchange’s jurisdiction, regulators, and
the investing public can more easily
navigate and understand the Fifth
Amended NYSE Group Certificate. The
Exchange further believes that
eliminating obsolete references would
be consistent with the public interest
and the protection of investors because
investors will not be harmed and in fact
would benefit from increased
transparency, thereby reducing potential
confusion. Removing such obsolete
references will also further the goal of
transparency and add clarity to the
Exchange’s rules.
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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
intended to address competitive issues
but rather is to make non-substantive
changes concerned solely with the
8 15
U.S.C. 78f(b)(5).
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20:23 Feb 24, 2017
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clarity and transparency of its parent
entities’ governing documents.
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
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A)(iii) of the Act 9 and
subparagraph (f)(6) of Rule 19b–4
thereunder.10
A proposed rule change filed under
Rule 19b–4(f)(6) of the Act 11 normally
does not become operative before 30
days from the date of the filing.
However, Rule 19b–4(f)(6)(iii) 12 permits
the Commission to designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative upon filing. The
Exchange believes that waiver of the 30day operative delay is consistent with
the protection of investors and the
public interest because the proposed
changes are non-substantive and would
provide clarity and transparency to its
parent entities’ governing documents.
The Exchange represents that the
proposed rule change would have no
impact on either the governance or
ownership of the Exchange. The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest because the proposed
changes are non-substantive and will
provide clarity to the Exchange’s rules.
Therefore, the Commission hereby
waives the operative delay and
designates the proposed rule change
operative upon filing.13
At any time within 60 days of the
filing of the proposed rule change, the
9 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6).
12 17 CFR 240.19b–4(f)(6)(iii).
13 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
10 17
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Frm 00071
Fmt 4703
Sfmt 4703
11961
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is: (i) Necessary or appropriate in
the public interest; (ii) for the protection
of investors; or (iii) otherwise in
furtherance of the purposes of the Act.
If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2017–04 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–NYSE–2017–04. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for
inspection and copying at the principal
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
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11962
Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices
available publicly. All submissions
should refer to File Number SR–NYSE–
2017–04, and should be submitted on or
before March 20, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–03803 Filed 2–24–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE., Washington, DC
20549–2736.
mstockstill on DSK3G9T082PROD with NOTICES
Extension:
Rule 206(4)–6, SEC File No. 270–513, OMB
Control No. 3235–0571.
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.) the Securities
and Exchange Commission (the
‘‘Commission’’) is soliciting comments
on the collections of information
summarized below. The Commission
plans to submit these existing
collections of information to the Office
of Management and Budget (‘‘OMB’’) for
extension and approval.
The title for the collection of
information is ‘‘Rule 206(4)–6’’ under
the Investment Advisers Act of 1940 (15
U.S.C. 80b–1 et seq.) (‘‘Advisers Act’’)
and the collection has been approved
under OMB Control No. 3235–0571. The
Commission adopted rule 206(4)–6 (17
CFR 275.206(4)–6), the proxy voting
rule, to address an investment adviser’s
fiduciary obligation to clients who have
given the adviser authority to vote their
securities. Under the rule, an
investment adviser that exercises voting
authority over client securities is
required to: (i) Adopt and implement
written policies and procedures that are
reasonably designed to ensure that the
adviser votes client securities in the best
interest of clients, including procedures
to address any material conflict that
may arise between the interests of the
adviser and the client; (ii) disclose to
clients how they may obtain
information from the adviser on how the
adviser has voted with respect to their
securities; and (iii) describe to clients
the adviser’s proxy voting policies and
procedures and, on request, furnish a
copy of the policies and procedures to
14 17
CFR 200.30–3(a)(12).
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20:23 Feb 24, 2017
Jkt 241001
the requesting client. The rule is
designed to assure that advisers that
vote proxies for their clients vote those
proxies in their clients’ best interest and
provide clients with information about
how their proxies were voted.
Rule 206(4)–6 contains ‘‘collection of
information’’ requirements within the
meaning of the Paperwork Reduction
Act. The respondents are investment
advisers registered with the Commission
that vote proxies with respect to clients’
securities. Advisory clients of these
investment advisers use the information
required by the rule to assess
investment advisers’ proxy voting
policies and procedures and to monitor
the advisers’ performance of their proxy
voting activities. The information
required by Adviser’s Act rule 204–2, a
recordkeeping rule, also is used by the
Commission staff in its examination and
oversight program. Without the
information collected under the rules,
advisory clients would not have
information they need to assess the
adviser’s services and monitor the
adviser’s handling of their accounts, and
the Commission would be less efficient
and effective in its programs.
The estimated number of investment
advisers subject to the collection of
information requirements under the rule
is 10,942. It is estimated that each of
these advisers is required to spend on
average 10 hours annually documenting
its proxy voting procedures under the
requirements of the rule, for a total
burden of 109,420 hours. We further
estimate that on average, approximately
292 clients of each adviser would
request copies of the underlying policies
and procedures. We estimate that it
would take these advisers 0.1 hours per
client to deliver copies of the policies
and procedures, for a total burden of
319,506 hours. Accordingly, we
estimate that rule 206(4)–6 results in an
annual aggregate burden of collection
for SEC-registered investment advisers
of a total of 428,926 hours.
Written comments are invited on: (a)
Whether the collections of information
are necessary for the proper
performance of the functions of the
Commission, including whether the
information has practical utility; (b) the
accuracy of the Commission’s estimate
of the burdens of the collections of
information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burdens of the collections
of information on respondents,
including through the use of automated
collection techniques or other forms of
information technology. Consideration
will be given to comments and
suggestions submitted in writing within
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Fmt 4703
Sfmt 4703
60 days of this publication. An agency
may not conduct or sponsor a collection
of information unless it displays a
currently valid OMB control number.
No person shall be subject to any
penalty for failing to comply with a
collection of information subject to the
PRA that does not display a valid OMB
control number.
Please direct your written comments
to Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Remi
Pavlik-Simon, 100 F Street NE.,
Washington, DC 20549; or send an email
to: PRA_Mailbox@sec.gov.
Dated: February 21, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–03773 Filed 2–24–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80071; File No. SR–ICEEU–
2017–001]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating to
Certain Charges and Rates of Return
Applicable to Margin and Guaranty
Fund Deposits
February 21, 2017.
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 February
7, 2017, ICE Clear Europe Limited (‘‘ICE
Clear Europe’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
changes described in Items I, II, and III
below, which Items have been prepared
primarily by ICE Clear Europe. ICE Clear
Europe filed the proposed rule changes
pursuant to Section 19(b)(3)(A) of the
Act,3 and Rule 19b–4(f)(2) thereunder,4
so that the proposal was effective upon
filing with the Commission. 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 principal purpose of the
proposed rule change is for ICE Clear
Europe to modify certain specified
charges and rates of return applicable to
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(2).
2 17
E:\FR\FM\27FEN1.SGM
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]]>Agencies
[Federal Register Volume 82, Number 37 (Monday, February 27, 2017)]
[Notices]
[Pages 11960-11962]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-03803]
[[Page 11960]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-80084; File No. SR-NYSE-2017-04]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending the Eighth Amended and Restated Certificate of Incorporation
of Intercontinental Exchange Holdings, Inc. and the Fifth Amended and
Restated Certificate of Incorporation of NYSE Group, Inc.
February 22, 2017.
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 February 8, 2017, New York Stock Exchange LLC (``NYSE''
or the ``Exchange''), filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
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 the
Substance of the Proposed Rule Change
The Exchange proposes to amend (a) the Eighth Amended and Restated
Certificate of Incorporation of Intercontinental Exchange Holdings,
Inc. (the ``ICE Holdings Certificate'') to add a reference to the name
under which it filed its original certificate of incorporation, and (b)
the Fifth Amended and Restated Certificate of Incorporation of NYSE
Group, Inc. (the ``Fifth Amended NYSE Group Certificate'') to update
obsolete references. 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to make non-substantive changes to (a) the
ICE Holdings Certificate to add a reference to the name under which it
filed its original certificate of incorporation, and (b) the Fifth
Amended NYSE Group Certificate to update obsolete references.
ICE Holdings Certificate
The Exchange's parent, NYSE Group, is a wholly-owned subsidiary of
NYSE Holdings LLC, which is in turn 100% owned by Intercontinental
Exchange Holdings, Inc. (``ICE Holdings''). Intercontinental Exchange,
Inc. (``ICE''), a public company listed on the NYSE, owns 100% of ICE
Holdings.
The original certificate of incorporation of ICE Holdings was filed
in 2000, under the name ``IntercontinentalExchange, Inc.'' In 2014, ICE
Holdings changed its name from ``IntercontinentalExchange, Inc.'' to
``Intercontinental Exchange Holdings, Inc.'' At the same time, ICE
Holding's parent, ICE, changed its name from ``IntercontinentalExchange
Group, Inc.'' to ``Intercontinental Exchange, Inc.'' \4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Release No. 72158 (May 13, 2014), 79
FR 28784 (May 19, 2014) (SR-NYSE-2014-52).
---------------------------------------------------------------------------
In response to a comment received from the State of Delaware
Department of State, the Exchange proposes to amend paragraph (1) of
the ICE Holdings Certificate to add a reference to the fact that the
original certificate of incorporation was filed under the name
``IntercontinentalExchange, Inc.'' The revised paragraph would read as
follows (proposed new text underlined):
(1) The present name of the Corporation is Intercontinental
Exchange Holdings, Inc. The original Certificate of Incorporation of
the Corporation was filed on June 16, 2000 (the ``Original
Certificate of Incorporation), and the name under which the
Corporation filed the Original Certificate of Incorporation was
IntercontinentalExchange, Inc.
Fifth Amended NYSE Group Certificate
The Securities and Exchange Commission approved the Fifth Amended
NYSE Group Certificate on January 30, 2017.\5\
---------------------------------------------------------------------------
\5\ See Securities Exchange Release No. 79901 (January 30,
2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90, SR-NYSEMKT-
2016-122, and SR-NYSEArca-2016-167).
---------------------------------------------------------------------------
The Exchange proposes to amend the Fifth Amended NYSE Group
Certificate to update obsolete references to the Fourth Amended and
Restated Certificate of Incorporation of NYSE Group (``Fourth Amended
NYSE Group Certificate''). More specifically, the Exchange proposes to:
Amend Article XIV, ``Effective Time,'' to replace
``Fourth'' with ``Fifth'' and to replace December 29, 2014, the date of
effectiveness of the Fourth Amended NYSE Group Certificate, with a
placeholder which will be completed with the date that the Fifth
Amended NYSE Group Certificate becomes effective; and
on the signature page of the NYSE Group Certificate,
replace ``Fourth'' with ``Fifth'' and replace December 29, 2014, with a
placeholder which will be completed with the date that the Fifth
Amended NYSE Group Certificate becomes effective.
No other changes to the ICE Holdings Certificate or Fifth Amended
NYSE Group Certificate are proposed.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \6\ in general, and with Section
6(b)(1) \7\ 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.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The proposed amendment to the ICE Holdings Certificate to add a
reference to the name under which it filed its original certificate of
incorporation is a non-substantive, ministerial change requested by the
State of Delaware Department of State that does not impact either the
governance or ownership of the Exchange. The Exchange believes that the
proposed change is consistent with Section 6(b)(1) because it would
contribute to the orderly operation of the Exchange by adding clarity
and transparency to the Exchange's rules and would enable the Exchange
to continue to be so organized as to have the capacity to carry out the
purposes of the Exchange Act and comply and enforce compliance with the
provisions of the Exchange Act by
[[Page 11961]]
its members and persons associated with its members.
For similar reasons, the Exchange also believes that the proposed
change furthers the objectives of Section 6(b)(5) of the Exchange Act
\8\ because the proposed rule change would be consistent with and
facilitate a governance and regulatory structure that is 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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\8\ 15 U.S.C. 78f(b)(5).
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As discussed above, the proposed changes to amend the Fifth Amended
NYSE Group Certificate, which would replace obsolete references to the
Fourth Amended NYSE Group Certificate with references to the Fifth
Amended NYSE Group Certificate and update the date of effectiveness,
removes impediments to and perfects the mechanism of a free and open
market by removing confusion that may result from having these
references in the Fifth Amended NYSE Group Certificate. The Exchange
further believes that the proposal removes impediments to and would
perfect the mechanism of a free and open market by ensuring that
persons subject to the Exchange's jurisdiction, regulators, and the
investing public can more easily navigate and understand the Fifth
Amended NYSE Group Certificate. The Exchange further believes that
eliminating obsolete references would be consistent with the public
interest and the protection of investors because investors will not be
harmed and in fact would benefit from increased transparency, thereby
reducing potential confusion. Removing such obsolete references will
also further the goal of transparency and add clarity to the Exchange's
rules.
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 intended to address competitive issues but rather is to
make non-substantive changes concerned solely with the clarity and
transparency of its parent entities' governing documents.
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
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \9\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
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\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) of the Act \11\
normally does not become operative before 30 days from the date of the
filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative upon filing. The Exchange believes that waiver of
the 30-day operative delay is consistent with the protection of
investors and the public interest because the proposed changes are non-
substantive and would provide clarity and transparency to its parent
entities' governing documents. The Exchange represents that the
proposed rule change would have no impact on either the governance or
ownership of the Exchange. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and
the public interest because the proposed changes are non-substantive
and will provide clarity to the Exchange's rules. Therefore, the
Commission hereby waives the operative delay and designates the
proposed rule change operative upon filing.\13\
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2017-04 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-NYSE-2017-04. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal 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
[[Page 11962]]
available publicly. All submissions should refer to File Number SR-
NYSE-2017-04, and should be submitted on or before March 20, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03803 Filed 2-24-17; 8:45 am]
BILLING CODE 8011-01-P
