Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Make Technical Corrections to Its Second Amended and Restated Certificate of Incorporation, 50203-50205 [2017-23487]
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Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices
All submissions should refer to File
Number SR–MRX–2017–22. 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.
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–MRX–2017–22, and should
be submitted on or before November 20,
2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017–23483 Filed 10–27–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
sradovich on DSK3GMQ082PROD with NOTICES
[Release No. 34–81937; File No. SR–
BatsEDGX–2017–40]
Self-Regulatory Organizations; Bats
EDGX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Make
Technical Corrections to Its Second
Amended and Restated Certificate of
Incorporation
October 24, 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 EDGX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGX’’) 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
Second Amended and Restated
Certificate of Incorporation. The text of
the proposed rule change is provided
below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Second Amended and Restated
Certificate of Incorporation of Bats
EDGX Exchange, Inc.
The name of the corporation is Bats
EDGX Exchange, Inc. The corporation
filed its original Certificate of
Incorporation with the Secretary of State
of the State of Delaware on March 9,
2009 under the name EDGX Exchange,
Inc. This Second Amended and Restated
Certificate of Incorporation of the
corporation, which restates and
integrates and also further amends the
provisions of the corporation’s Restated
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 [Second 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
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
CFR 200.30–3(a)(12).
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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
EDGX recently amended its Restated
Certificate of Incorporation in
connection with a corporate transaction
(the ‘‘Transaction’’) involving, among
other things, the recent acquisition of
EDGX, along with Bats BYX Exchange,
Inc. (‘‘Bats BYX’’), Bats BZX Exchange,
Inc. (‘‘Bats BZX’’), and Bats EDGA
Exchange, Inc. (‘‘Bats EDGA’’ and,
together with Bats EDGX, Bats BYX, 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
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., ‘‘EDGX 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.
3 See Securities Exchange Act Release No. 81503
(August 30, 2017), 82 FR 42153 (September 6, 2017)
(SR–BatsEDGX–2017–35).
1 15
15 17
50203
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50204
Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices
sradovich on DSK3GMQ082PROD with NOTICES
The Exchange also notes that it
inadvertently did not reference the
correct version of the Certificate in two
places in the introductory paragraph.
Particularly, the Exchange notes that the
third sentence of the introductory
paragraph provides that the Second
Amended and Restated Certificate of
Incorporation of the corporation restated
and integrated and also further amended
the provisions of the corporation’s
‘‘Certificate of Incorporation’’ instead of
the then current (and now previous)
version titled, ‘‘Restated Certificate of
Incorporation’’. Additionally, 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.,
‘‘Second Amended and Restated
Certificate of Incorporation’’) instead of
the title of the then current (and now
previous) Certificate (‘‘Restated
Certificate of Incorporation’’). As such,
the Exchange proposes to add
‘‘Restated’’ to the third sentence and
eliminate the new title reference
‘‘Second Amended and’’ from the last
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.
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
6 Id.
4 15
U.S.C. 78f(b).
5 15 U.S.C. 78f(b)(5).
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17:59 Oct 27, 2017
7 15
8 17
Jkt 244001
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U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
Frm 00089
Fmt 4703
to determine whether the proposed rule
change 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–
BatsEDGX–2017–40 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–BatsEDGX–2017–40. 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 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–BatsEDGX–2017–40 and
should be submitted on or before
November 20, 2017.
9 17
Sfmt 4703
E:\FR\FM\30OCN1.SGM
CFR 200.30–3(a)(12).
30OCN1
Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017–23487 Filed 10–27–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81928; File No. SR–
NYSEAMER–2017–23]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Modify Rule 964.2NY
Regarding the Participation
Entitlement Formula for Specialists
and e-Specialists
October 24, 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 October
10, 2017, NYSE American LLC (the
‘‘Exchange’’ or ‘‘NYSE American’’) 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 modify
Rule 964.2NY regarding the
participation entitlement formula for
Specialists and e-Specialists. 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.
sradovich on DSK3GMQ082PROD with NOTICES
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,
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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17:59 Oct 27, 2017
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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 purpose of the filing is to modify
Rule 964.2NY regarding the
participation entitlement of Specialists
and e-Specialists.4
Rule 964NY sets forth the priority for
the allocation of incoming orders to
resting interest at a particular price in
the System,5 which includes the
allocation to the Specialist Pool.6 Rule
964.2NY sets forth the participant
entitlement formula applicable to the
Specialist Pool and provides that, on a
quarterly basis, the Exchange will
determine a Primary Specialist from
among the Specialists e-Specialists [sic]
in each option class.
Generally, the Specialist Pool is
entitled to 40% of the remaining
balance of an order after any orders on
behalf of Customers in the Consolidated
Book are satisfied.7 Rule
964.2NY(b)(3)(A) provides that
Specialists and e-Specialists quoting at
the NBBO will share in the Specialist
Pool participation entitlement on a size
pro rata basis and provides that the
Primary Specialist’s size pro rata
participation will receive additional
weighting, as determined by the
Exchange and announced by Trader
Update (the ‘‘Additional Weighting’’).
Pursuant to the current Rule, this
Additional Weighting afforded to the
Primary Specialist is capped at 662⁄3%
if there is only one e-Specialist, and at
50% if there are two or more
e-Specialists (the ‘‘Cap’’).8
4 A Specialist is ‘‘an individual or entity that has
been deemed qualified by the Exchange for the
purpose of making transactions on the Exchange in
accordance with the provisions of Rule 920NY
[Market Makers], and who meets the qualification
requirements of Rule 927NY(b) [Specialists]. Each
Specialist must be registered with the Exchange as
a Market Maker. Any ATP Holder registered as a
Market Maker with the Exchange is eligible to be
qualified as a Specialist. See Rule 900.2NY(76).
Rule 923NY(b) also provides that ‘‘[t]he Exchange
may designate e-Specialists in an option class in
accordance with Rule 927.4NY [e-Specialists].’’ See
Rule 923NY(b).
5 The term ‘‘System’’ refers to the Exchange’s
electronic order delivery, execution and reporting
system through which orders and quotes for listed
options are consolidated for execution and/or
display. See Rule 900.2NY (48) (defining ‘‘Exchange
System’’ or ‘‘System’’).
6 The Specialist Pool refers to the aggregated size
of the best bid and best offer, in a given series,
amongst the Specialist and e-Specialists that match
in price. See Rule 900.2NY(75).
7 See Rule 964.2NY(b)(2).
8 See Rule 964.2NY(b)(3)(A).
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
50205
Currently, the Exchange applies the
Additional Weighting as follows: When
an inbound order is allocated against
the Specialist Pool, the Primary
Specialist’s quoted size is treated as if
it were double (i.e., two (2) times the
number of contracts being quoted) and
this doubled size is then used in the
calculation (as shown in the examples
below) to determine the allocation to
both the Primary Specialist as well as
the other participants in the Specialist
Pool.9 When there is only one
e-Specialist and both the Specialist and
e-Specialist are quoting the same size,
this Additional Weighting will not be
greater than 662⁄3%. When there is more
than one e-Specialist and the Specialist
and e-Specialists are all quoting the
same size, this Additional Weighting
will not be greater than 50%.
Because current Rule
964.2NY(b)(3)(A) does not specify the
circumstances under which the Primary
Specialist’s allocation in the Specialist
Pool is subject to the Cap, the Exchange
proposes to make clear that the Cap only
applies if ‘‘all participants in the
Specialist Pool are quoting the same
size.’’ 10 When all participants in the
Specialist Pool are not quoting the same
size, the Primary Specialist may receive
up to the entirety of the Specialist Pool’s
participation allocation. However, for
this scenario to occur, the Primary
Specialist’s quoted size would need to
be disproportionately larger than the
other participants in the Specialist Pool
such that the allocation to which the
other participant(s) in the Specialist
Pool is entitled is less than one contract
(i.e., a fractional share). For example, if
the Primary Specialist is quoting 300
contracts and the other eSpecialist in
9 The Exchange may modify how it calculates the
Additional Weighting, which calculation would be
announced by Trader Update. See Rule
964.2NY(b)(3)(A). See, e.g., September 27, 2012
Trader Update, available here, https://
www.nyse.com/publicdocs/nyse/notifications/
trader-update/NYSE%20AMEX%20OPTIONS%20
Trader%20Update%20Primary%20Specialist%20
Implementation%209-27-12%20FINALtw.pdf; and
December 21, 2012 Trader Update, available here,
https://www.nyse.com/publicdocs/nyse/
notifications/trader-update/NYSE%20AMEX%20
OPTIONS%20Trader%20Update%20Primary%20
Specialist%20Implementation%20010213
%20%20%20.pdf.
10 See proposed Rule 964.2NY(b)(3)(A)
(providing, in part, that the ‘‘Primary Specialist’s
size pro-rata participation in the Specialist Pool
will receive additional weighting, as determined by
the Exchange, and announced via Trader Update;
provided, however, that if all participants in the
Specialist Pool are quoting the same size, this
additional weighting will be no greater than 662⁄3%
if there is only one e-Specialist, and no greater than
50% if there are two or more e-Specialists’’). The
Exchange also proposes to capitalize the ‘‘s’’ in the
defined term ‘‘e-Specialist.’’ See id.
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]]>Agencies
[Federal Register Volume 82, Number 208 (Monday, October 30, 2017)]
[Notices]
[Pages 50203-50205]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23487]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81937; File No. SR-BatsEDGX-2017-40]
Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To Make
Technical Corrections to Its Second Amended and Restated Certificate of
Incorporation
October 24, 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 EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') 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 Second Amended and Restated
Certificate of Incorporation. The text of the proposed rule change is
provided below.
(additions are italicized; deletions are [bracketed])
* * * * *
Second Amended and Restated Certificate of Incorporation of Bats EDGX
Exchange, Inc.
The name of the corporation is Bats EDGX Exchange, Inc. The
corporation filed its original Certificate of Incorporation with the
Secretary of State of the State of Delaware on March 9, 2009 under the
name EDGX Exchange, Inc. This Second Amended and Restated Certificate
of Incorporation of the corporation, which restates and integrates and
also further amends the provisions of the corporation's Restated
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 [Second 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
EDGX recently amended its Restated Certificate of Incorporation in
connection with a corporate transaction (the ``Transaction'')
involving, among other things, the recent acquisition of EDGX, along
with Bats BYX Exchange, Inc. (``Bats BYX''), Bats BZX Exchange, Inc.
(``Bats BZX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and,
together with Bats EDGX, Bats BYX, 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 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. 81503 (August 30,
2017), 82 FR 42153 (September 6, 2017) (SR-BatsEDGX-2017-35).
---------------------------------------------------------------------------
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., ``EDGX 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.
[[Page 50204]]
The Exchange also notes that it inadvertently did not reference the
correct version of the Certificate in two places in the introductory
paragraph. Particularly, the Exchange notes that the third sentence of
the introductory paragraph provides that the Second Amended and
Restated Certificate of Incorporation of the corporation restated and
integrated and also further amended the provisions of the corporation's
``Certificate of Incorporation'' instead of the then current (and now
previous) version titled, ``Restated Certificate of Incorporation''.
Additionally, 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., ``Second Amended and
Restated Certificate of Incorporation'') instead of the title of the
then current (and now previous) Certificate (``Restated Certificate of
Incorporation''). As such, the Exchange proposes to add ``Restated'' to
the third sentence and eliminate the new title reference ``Second
Amended and'' from the last 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-BatsEDGX-2017-40 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-BatsEDGX-2017-40. 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 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-BatsEDGX-2017-40 and should
be submitted on or before November 20, 2017.
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\9\ 17 CFR 200.30-3(a)(12).
[[Page 50205]]
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-23487 Filed 10-27-17; 8:45 am]
BILLING CODE 8011-01-P
