Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Its Amended and Restated Certificate of Incorporation, 49877-49879 [2017-23377]
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Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices
RAILROAD RETIREMENT BOARD
Civil Monetary Penalty Inflation
Adjustment
Railroad Retirement Board.
Notice announcing updated
penalty inflation adjustments for civil
monetary penalties for 2017.
AGENCY:
ACTION:
As required by Section 701 of
the Bipartisan Budget Act of 2015,
entitled the Federal Civil Penalties
Inflation Adjustment Act Improvements
Act of 2015, the Railroad Retirement
Board (Board) hereby publishes its 2017
annual adjustment of civil penalties for
inflation.
FOR FURTHER INFORMATION CONTACT:
Marguerite P. Dadabo, Assistant General
Counsel, Railroad Retirement Board,
844 North Rush Street, Chicago, IL
60611–2092, (312) 751–4945, TTD (312)
751–4701.
SUPPLEMENTARY INFORMATION: Section
701 of the Bipartisan Budget Act of
2015, Public Law 114–74 (Nov. 2, 2015),
entitled the Federal Civil Penalties
Inflation Adjustment Act Improvements
Act of 2015 (the 2015 Act), amended the
Federal Civil Penalties Inflation
Adjustment Act of 1990 (28 U.S.C. 2461
note) (Inflation Adjustment Act) to
require agencies to publish regulations
adjusting the amount of civil monetary
penalties provided by law within the
jurisdiction of the agency not later than
July 1, 2016, and annual adjustments
thereafter. The Board published an
interim final rule in the Federal
Register in accordance with this
requirement on May 2, 2016 (see 81 FR
26127).
For the 2017 annual adjustment for
inflation of the maximum civil penalty
under the Program Fraud Civil
Remedies Act of 1986, the Board applies
the formula provided by the 2015 Act
and the Board’s interim final rule of
May 2, 2016. In accordance with the
2015 Act, the amount of the adjustment
is based on the percent increase
between the CPI–U for the month of
October preceding the date of the
adjustment and the CPI–U for the
October one year prior to the October
immediately preceding the date of the
adjustment. If there is no increase, there
is no adjustment of civil penalties. The
percent increase between the CPI–U for
October 2016 and October 2015, as
provided by Office of Management and
Budget Memorandum M–17–11
(December 16, 2016) is 1.01636 percent.
Therefore, the new maximum penalty
under the Program Fraud Civil
Remedies Act is $10,957 (the 2016
maximum penalty of $10,781 multiplied
by 1.01636, rounded to the nearest
asabaliauskas on DSKBBXCHB2PROD with NOTICES
SUMMARY:
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dollar). The new minimum penalty
under the False Claims Act is $10,957
(the 2016 minimum penalty of $10,781
multiplied by 1.01636, rounded to the
nearest dollar), and the new maximum
penalty is $21,916 (the 2016 maximum
penalty of $21,563 multiplied by
1.01636, rounded to the nearest dollar).
The adjustments in penalties will be
effective October 27, 2017.
By Authority of the Board.
Martha P. Rico,
Secretary to the Board.
[FR Doc. 2017–23351 Filed 10–26–17; 8:45 am]
BILLING CODE 7905–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81924; File No. SR–
BatsBZX–2017–69]
Self-Regulatory Organizations; Bats
BYX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating to Its
Amended and Restated Certificate of
Incorporation
October 23, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
13, 2017, Bats BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange seeks to amend its
Amended and Restated Certificate of
Incorporation. The text of the proposed
rule change is provided below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Amended and Restated Certificate of
Incorporation of Bats BZX Exchange,
Inc.
The name of the corporation is Bats
BZX Exchange, Inc. The corporation
filed its original Certificate of
Incorporation with the Secretary of State
of the State of Delaware on November 1,
2007 under the name BATS Exchange,
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00097
Fmt 4703
Sfmt 4703
49877
Inc. This Amended and Restated
Certificate of Incorporation of the
corporation, which restates and
integrates and also further amends the
provisions of the corporation’s
Certificate of Incorporation, was duly
adopted in accordance with the
provisions of Sections 242 and 245 of
the General Corporation Law of the
State of Delaware and by the written
consent of its sole stockholder in
accordance with Section 228 of the
General Corporation Law of the State of
Delaware. The [Amended and
Restated]Certificate of Incorporation of
the corporation is hereby amended,
integrated and restated to read in its
entirety as follows:
*
*
*
*
*
The text of the proposed rule change
is available at the Exchange’s Web site
at www.bats.com, at the principal office
of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant parts of such
statements.
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
BZX recently amended its Certificate
of Incorporation in connection with a
corporate transaction (the
‘‘Transaction’’) involving, among other
things, the recent acquisition of BZX,
along with Bats BZY Exchange, Inc.
(‘‘Bats BYX’’), Bats EDGX Exchange, Inc.
(‘‘Bats EDGX’’), and Bats EDGA
Exchange, Inc. (‘‘Bats EDGA’’ and,
together with Bats BYX, Bats EDGX, and
Bats BZX, the ‘‘Bats Exchanges’’) by
CBOE Holdings, Inc. (‘‘CBOE
Holdings’’). CBOE Holdings is also the
parent of Chicago Board Options
Exchange, Incorporated (‘‘CBOE’’) and
C2 Options Exchange, Incorporated
(‘‘C2’’). Particularly, the filing proposed,
among other things, to amend and
restate the certificate of incorporation of
the Exchange based on certificates of
E:\FR\FM\27OCN1.SGM
27OCN1
49878
Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices
incorporation of CBOE and C2.3 The
Exchange notes that in conforming the
Exchange’s Certificate to the certificates
of CBOE and C2, it inadvertently (1) did
not comply with a provision of
Delaware law and (ii) referred to an
inaccurate version of the Certificate in
the introductory paragraph. The
Exchange seeks to correct those errors.
Particularly, Section 245(c) of the
Delaware General Corporation Law
(DGCL) requires that a restated
certificate of incorporation ‘‘shall state,
either in its heading or in an
introductory paragraph, the
corporation’s present name, and, if it
has been changed, the name under
which it was originally incorporated,
and the date of filing of its original
certificate of incorporation with the
secretary of state.’’ The Exchange notes
that the conformed Certificate did not
reference the name under which the
corporation was originally incorporated
(i.e., ‘‘BATS Exchange, Inc.’’). In order
to comply with Section 245(c) of the
DGCL, the Exchange proposes to amend
its Certificate to add a reference to its
original name.
The Exchange also notes that the last
sentence of the introductory paragraph
which provides that the current
certificate is ‘‘amended, integrated and
restated to read in its entirety as
follows:’’ mistakenly references the new
title of the amended Certificate (i.e.,
‘‘Amended and Restated Certificate of
Incorporation’’) instead of the title of the
then current (and now previous)
Certificate (‘‘Certificate of
Incorporation’’). As such, the Exchange
proposes to eliminate the new title
reference ‘‘Amended and Restated’’
from that sentence to accurately reflect
the correct version of the Certificate that
was amended and restated.
The Exchange notes that the proposed
changes are concerned solely with the
administration of the Exchange and do
not affect the meaning, administration,
or enforcement of any rules of the
Exchange or the rights, obligations, or
privileges of Exchange members or their
associated persons is [sic] any way.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.4 Specifically,
the Exchange believes the proposed rule
3 See Securities Exchange Act Release No. 81497
(August 30, 2017), 82 FR 42181 (September 6, 2017)
(SR–BatsBZX–2017–55).
4 15 U.S.C. 78f(b).
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17:54 Oct 26, 2017
Jkt 244001
change is consistent with the Section
6(b)(5) 5 requirements that the rules of
an exchange 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.
Additionally, the Exchange believes the
proposed rule change is consistent with
the Section 6(b)(5) 6 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
In particular, the Exchange believes
correcting inadvertent non-substantive,
technical errors in its Certificate in
order to comply with Delaware law and
reflect the correct and accurate version
of the Certificate that was amended will
avoid potential confusion, thereby
removing impediments to, and
perfecting the mechanism for a free and
open market and a national market
system, and, in general, protecting
investors and the public interest of
market participants. As noted above, the
proposed changes do not affect the
meaning, administration, or
enforcement of any rules of the
Exchange or the rights, obligations, or
privileges of Exchange members or their
associated persons is any way.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe the
proposed rule change will impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act. Rather, the
proposed rule change is merely
attempting to correct inadvertent
technical errors in the Exchange’s
introductory paragraph of its Certificate.
The proposed rule change has no impact
on competition.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
5 15
U.S.C. 78f(b)(5).
Frm 00098
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–
BatsBZX–2017–69 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–BatsBZX–2017–69. 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
7 15
6 Id.
PO 00000
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 7 and paragraph (f) of Rule
19b–4 8 thereunder. At any time within
60 days of the filing of the proposed rule
change, the Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
8 17
Fmt 4703
Sfmt 4703
E:\FR\FM\27OCN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
27OCN1
Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices
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.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–BatsBZX–2017–69 and
should be submitted on or before
November 17, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–23377 Filed 10–26–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81917; File No. SR–
NASDAQ–2017–111]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Relating to the
Exchange’s Name Change
October 23, 2017.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
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 October
18, 2017, The NASDAQ Stock Market
LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend its
rules as well as certain corporate
documents of the Exchange to reflect
legal name changes.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://nasdaq.cchwallstreet.com, at
9 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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17:54 Oct 26, 2017
Jkt 244001
the principal office of the Exchange, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of this filing is to reflect
in the Exchange’s governing documents
(and the governing documents of its
parent company) 3 and the Exchange’s
Rulebook a non-substantive corporate
branding change to the Exchange’s
name.4 Specifically, current references
will be changed as follows:
• References to ‘‘NASDAQ’’ will be
changed to ‘‘Nasdaq’’
• References to ‘‘The NASDAQ Stock
Market LLC’’ or ‘‘NASDAQ Stock
Market LLC’’ will be changed to ‘‘The
Nasdaq Stock Market LLC’’
• References to ‘‘NASDAQ PHLX LLC’’
or ‘‘NASDAQ PHLX’’ will be changed
to ‘‘Nasdaq PHLX LLC’’ or ‘‘Nasdaq
PHLX’’
• References to ‘‘NASDAQ BX, Inc.’’ or
‘‘NASDAQ BX’’ will be changed to
‘‘Nasdaq BX, Inc.’’ or ‘‘Nasdaq BX’’
• References to ‘‘NASDAQ OMX PSX’’
or ‘‘NASDAQ PSX’’ will be changed
to ‘‘Nasdaq PSX’’
• References to ‘‘The NASDAQ OMX
Group, Inc.’’ or ‘‘NASDAQ OMX
Group, Inc.’’ will be changed to
‘‘Nasdaq, Inc’’ 5
• In addition to the preceding
changes, all references to ‘‘OMX’’ will
be removed from the Rulebook.6
3 The Exchange proposes to amend: (i) The
Certificate of Formation; (ii) Second Amended
Limited Liability Company Agreement; (iii) ByLaws; and (iv) Rule Book.
4 NASDAQ PHLX LLC and NASDAQ BX, Inc. will
also be filing similar rule changes.
5 See Securities Exchange Act Release No. 75421
(July 10, 2015), 80 FR 42136 (July 16, 2015) (SR–
BSECC–2015–001, SR–BX–2015–030, SR–
NASDAQ–2015–058, SR–Phlx–2015–46, SR–SCCP–
2015–01).
6 Id.
PO 00000
Frm 00099
Fmt 4703
Sfmt 4703
49879
• References to ‘‘NASDAQ Options
Market LLC’’ will be replaced with
‘‘The Nasdaq Options Market LLC’’
• References to ‘‘NASDAQ Execution
Services, LLC’’ will be changed to
‘‘Nasdaq Execution Services, LLC’’
• In all instances where the word
‘‘the’’ should have been capitalized,
(e.g., Rule 4758(b)(1)), the Exchange will
make the appropriate correction.
No other changes are being proposed
in this filing. The Exchange represents
that these changes are concerned solely
with the administration of the Exchange
and do not affect the meaning,
administration, or enforcement of any
rules of the Exchange or the rights,
obligations, or privileges of Exchange
members or their associated persons in
any way. Accordingly, this filing is
being submitted under Rule 19b–4(f)(3).
In lieu of providing a copy of the
marked changes, the Exchange
represents that it will make the
necessary non-substantive revisions to
the Certificate of Formation, Second
Amended Limited Liability Company
Agreement, By-Laws, the Rulebook and
post updated versions of each on the
Exchange’s Web site pursuant to Rule
19b–4(m)(2).
The Exchange notes that the following
references are not being amended in the
Exchange’s governing documents and
the Exchange’s Rulebook:
• Any name with a trademark (TM) or
service mark (SM) attached to the name.
• Any references in the Certificate of
Formation or Second Amended Limited
Liability Company Agreement which
references [sic] a prior name of the
Exchange and reflects [sic] a historical
date wherein that name was in effect.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,7 in general, and furthers the
objectives of Section 6(b)(5) of the Act,8
in particular, in that it is designed to
promote just and equitable principles of
trade, 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 by
avoiding confusion with the name. The
Exchange proposes to conform its name
to that of its parent, Nasdaq Inc., by
changing the capitalization in the word
‘‘NASDAQ’’ to ‘‘Nasdaq.’’ The Exchange
also proposes to amend the names of
affiliated markets in a similar manner,
by changing the name ‘‘NASDAQ’’ to
‘‘Nasdaq.’’ The name change of the
Exchange as well as other name changes
7 15
8 15
E:\FR\FM\27OCN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
27OCN1
]]>Agencies
[Federal Register Volume 82, Number 207 (Friday, October 27, 2017)]
[Notices]
[Pages 49877-49879]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23377]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81924; File No. SR-BatsBZX-2017-69]
Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change Relating
to Its Amended and Restated Certificate of Incorporation
October 23, 2017.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on October 13, 2017, Bats BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange seeks to amend its Amended and Restated Certificate of
Incorporation. The text of the proposed rule change is provided below.
(additions are italicized; deletions are [bracketed])
* * * * *
Amended and Restated Certificate of Incorporation of Bats BZX Exchange,
Inc.
The name of the corporation is Bats BZX Exchange, Inc. The
corporation filed its original Certificate of Incorporation with the
Secretary of State of the State of Delaware on November 1, 2007 under
the name BATS Exchange, Inc. This Amended and Restated Certificate of
Incorporation of the corporation, which restates and integrates and
also further amends the provisions of the corporation's Certificate of
Incorporation, was duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of
Delaware and by the written consent of its sole stockholder in
accordance with Section 228 of the General Corporation Law of the State
of Delaware. The [Amended and Restated]Certificate of Incorporation of
the corporation is hereby amended, integrated and restated to read in
its entirety as follows:
* * * * *
The text of the proposed rule change is available at the Exchange's
Web site at www.bats.com, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such
statements.
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
BZX recently amended its Certificate of Incorporation in connection
with a corporate transaction (the ``Transaction'') involving, among
other things, the recent acquisition of BZX, along with Bats BZY
Exchange, Inc. (``Bats BYX''), Bats EDGX Exchange, Inc. (``Bats
EDGX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and, together with
Bats BYX, Bats EDGX, and Bats BZX, the ``Bats Exchanges'') by CBOE
Holdings, Inc. (``CBOE Holdings''). CBOE Holdings is also the parent of
Chicago Board Options Exchange, Incorporated (``CBOE'') and C2 Options
Exchange, Incorporated (``C2''). Particularly, the filing proposed,
among other things, to amend and restate the certificate of
incorporation of the Exchange based on certificates of
[[Page 49878]]
incorporation of CBOE and C2.\3\ The Exchange notes that in conforming
the Exchange's Certificate to the certificates of CBOE and C2, it
inadvertently (1) did not comply with a provision of Delaware law and
(ii) referred to an inaccurate version of the Certificate in the
introductory paragraph. The Exchange seeks to correct those errors.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 81497 (August 30,
2017), 82 FR 42181 (September 6, 2017) (SR-BatsBZX-2017-55).
---------------------------------------------------------------------------
Particularly, Section 245(c) of the Delaware General Corporation
Law (DGCL) requires that a restated certificate of incorporation
``shall state, either in its heading or in an introductory paragraph,
the corporation's present name, and, if it has been changed, the name
under which it was originally incorporated, and the date of filing of
its original certificate of incorporation with the secretary of
state.'' The Exchange notes that the conformed Certificate did not
reference the name under which the corporation was originally
incorporated (i.e., ``BATS Exchange, Inc.''). In order to comply with
Section 245(c) of the DGCL, the Exchange proposes to amend its
Certificate to add a reference to its original name.
The Exchange also notes that the last sentence of the introductory
paragraph which provides that the current certificate is ``amended,
integrated and restated to read in its entirety as follows:''
mistakenly references the new title of the amended Certificate (i.e.,
``Amended and Restated Certificate of Incorporation'') instead of the
title of the then current (and now previous) Certificate (``Certificate
of Incorporation''). As such, the Exchange proposes to eliminate the
new title reference ``Amended and Restated'' from that sentence to
accurately reflect the correct version of the Certificate that was
amended and restated.
The Exchange notes that the proposed changes are concerned solely
with the administration of the Exchange and do not affect the meaning,
administration, or enforcement of any rules of the Exchange or the
rights, obligations, or privileges of Exchange members or their
associated persons is [sic] any way.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\4\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \5\ requirements that the rules of an exchange 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. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \6\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
\6\ Id.
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In particular, the Exchange believes correcting inadvertent non-
substantive, technical errors in its Certificate in order to comply
with Delaware law and reflect the correct and accurate version of the
Certificate that was amended will avoid potential confusion, thereby
removing impediments to, and perfecting the mechanism for a free and
open market and a national market system, and, in general, protecting
investors and the public interest of market participants. As noted
above, the proposed changes do not affect the meaning, administration,
or enforcement of any rules of the Exchange or the rights, obligations,
or privileges of Exchange members or their associated persons is any
way.
(B) Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe the proposed rule change will impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act. Rather, the proposed rule change is merely
attempting to correct inadvertent technical errors in the Exchange's
introductory paragraph of its Certificate. The proposed rule change has
no impact on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \7\ and paragraph (f) of Rule 19b-4 \8\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f).
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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 [email protected]. Please include
File Number SR-BatsBZX-2017-69 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-BatsBZX-2017-69. 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
[[Page 49879]]
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. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
BatsBZX-2017-69 and should be submitted on or before November 17, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23377 Filed 10-26-17; 8:45 am]
BILLING CODE 8011-01-P
