Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating To Reflect in the Exchange's Governing Documents, Rulebook and Fees Schedules, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name, 51317-51319 [2017-23925]
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Federal Register / Vol. 82, No. 212 / Friday, November 3, 2017 / Notices
No. 1 eliminated the concept of
‘‘refreshing’’ a Snapshot and instead
clarified the specific circumstances in
which a Floor Broker will be permitted
to take a new Snapshot and the
conditions that must be satisfied to do
so (e.g., re-announcing the order to the
trading crowd and provisionally reexecuting the order). The Exchange
states that the changes in Amendment
No. 1 simplify the proposal and will
make it easier for the Exchange to
administer and surveil the use of the
Snapshot functionality.45 In addition,
the Commission notes that the changes
may create additional opportunities for
orders to interact in the trading crowd
in those occasional instances when a
provisional execution pursuant to Phlx
Rule 1000(f)(iii)(E) does not result in a
validated execution in the Trading
System. Accordingly, the Commission
finds good cause, pursuant to Section
19(b)(2) of the Act,46 to approve the
proposed rule change, as modified by
Amendment No. 1, on an accelerated
basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,47 that the
proposed rule change (SR–Phlx–2017–
34), as modified by Amendment No. 1,
be, and it hereby is, approved on an
accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.48
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–23926 Filed 11–2–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81979; File No. SR–C2–
2017–028]
ethrower on DSK3G9T082PROD with NOTICES
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change Relating To Reflect in the
Exchange’s Governing Documents,
Rulebook and Fees Schedules, a NonSubstantive Corporate Branding
Change, Including Changes to the
Company’s Name, the Intermediate’s
Name, and the Exchange’s Name
October 30, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
id. at 5–6.
U.S.C. 78s(b)(2)
47 15 U.S.C. 78s(b)(2).
48 17 CFR 200.30–3(a)(12).
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
19, 2017, C2 Options Exchange,
Incorporated (the ‘‘Exchange’’ or ‘‘C2’’)
filed with the Securities and Exchange
Commission (the ‘‘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 filed a proposed rule
change with respect to amendments of
the Second Amended and Restated
Certificate of Incorporation (the
‘‘Company’s Certificate’’) and Third
Amended and Restated Bylaws (the
‘‘Company’s Bylaws’’) of its parent
corporation, CBOE Holdings, Inc.
(‘‘CBOE Holdings’’ or the ‘‘Company’’)
to change the name of the Company to
Cboe Global Markets, Inc. The Exchange
also proposes to amend its Fourth
Amended and Restated Certificate of
Incorporation (the ‘‘Exchange
Certificate’’), Eighth Amended and
Restated Bylaws of C2 Options
Exchange, Incorporated (the ‘‘Exchange
Bylaws’’), rulebook and fees schedules
(collectively ‘‘operative documents’’) in
connection with the name change of its
parent Company and the Exchange.
The text of the proposed rule change
is also available on the Exchange’s Web
site (https://www.c2exchange.com/Legal/
), at the Exchange’s Office of the
Secretary, 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.
46 15
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00108
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Background
The purpose of this filing is to reflect
in the Exchange’s governing documents
(and the governing documents of its
parent company, CBOE Holdings) and
the Exchange’s rulebook and fees
schedules, a non-substantive corporate
branding change, including changes to
the Company’s name and the
Exchange’s name.3 Particularly,
references to Company’s and Exchange’s
names will be deleted and revised to
state the new names, as described more
fully below. No other substantive
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 is
[sic] any way. Accordingly, this filing is
being submitted under Rule 19b–4(f)(3).
In lieu of providing a copy of the
marked name changes, the Exchange
represents that it will make the
necessary non-substantive revisions
described below to the Exchange’s
corporate governance documents,
rulebook, and fees schedules, and post
updated versions of each on the
Exchange’s Web site pursuant to Rule
19b–4(m)(2).
The Company’s Name Change
In connection with the corporate
name change of its parent company, the
Exchange is proposing to amend the
Company’s Certificate and Bylaws.
Specifically, the Company is changing
its name from ‘‘CBOE Holdings, Inc.’’ to
‘‘Cboe Global Markets, Inc.’’
(a) Company’s Certificate
The Exchange proposes to (i) delete
the following language from Paragraph
(1) of the introductory paragraph: ‘‘The
name of the Corporation is CBOE
Holdings, Inc.’’ and (ii) amend Article
First of the Company’s Certificate to
reflect the new name, ‘‘Cboe Global
Markets, Inc.’’. The Exchange also
proposes to add clarifying language and
cite to the applicable provisions of the
General Corporation Law of the State of
3 The Exchange initially filed the proposed rule
changes on October 16, 2017 (SR–C2–2017–027).
On October 19, 2017 the Exchange withdrew SR–
C2–2017–027 and then subsequently submitted this
filing (SR–C2–2017–028).
45 See
1 15
51317
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Federal Register / Vol. 82, No. 212 / Friday, November 3, 2017 / Notices
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Delaware in connection with the
proposed name change. The Exchange
notes that it is not amending the
Company’s name in the title or signature
line as the name changes will not be
effective until the Company, as
currently named, files the proposed
changes in Delaware. Thereafter, the
Exchange will amend the Certificate to
reflect the new name in the title and
signature line. The Exchange also notes
that although the name of ‘‘Chicago
Board Options Exchange, Incorporated’’
is changing to ‘‘Cboe Exchange Inc.’’, it
is not amending the name of Chicago
Board Options Exchange, Incorporated
(‘‘CBOE’’) referenced in Article
Fifth(a)(iii) at this time. Particularly, the
Exchange notes that unlike the
exception applicable to proposed
changes to the Company’s name,4 a vote
of stockholders is required to adopt an
amendment to the reference of CBOE’s
name. As such, the Exchange will
submit a rule filing to amend the
Certificate to reflect the new CBOE
name at such time it is ready to obtain
stockholder approval.
(b) Company’s Bylaws
With respect to the Company’s
Bylaws, references to ‘‘CBOE Holdings,
Inc.’’ will be deleted and revised to state
‘‘Cboe Global Markets, Inc.’’ The
Exchange also proposes to eliminate the
reference to ‘‘Chicago Board Options
Exchange, Incorporated’’ in Article 10,
Section 10.2. Particularly, Section 10.2
provides that ‘‘for so long as the
Corporation shall control, directly or
indirectly, any national securities
exchange, including, but not limited to
Chicago Board Options Exchange,
Incorporated (a ‘‘Regulated Securities
Exchange Subsidiary’’), before any
amendment, alteration or repeal of any
provision of the Bylaws shall be
effective, such amendment, alteration or
repeal shall be submitted to the board of
directors of each Regulated Securities
Exchange Subsidiary, and if such
amendment, alteration or repeal must be
filed with or filed with and approved by
the Securities and Exchange
Commission, then such amendment,
alteration or repeal shall not become
effective until filed with or filed with
and approved by the Securities and
Exchange Commission, as the case may
be.’’ As the Company currently controls
a number of Regulated Securities
Exchange Subsidiaries, it does not
believe it is necessary to explicitly
reference only Chicago Board Option
Exchange, Incorporated and therefore
proposes to delete the following
4 See Section 242(b) of the General Corporation
Law of the State of Delaware.
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16:18 Nov 02, 2017
Jkt 244001
language: ‘‘Including, but not limited to
Chicago Board Options Exchange,
Incorporated’’.
The Exchange’s Name Change
For purposes of consistency, certain
of the Parent’s subsidiaries have also
undertaken to change their legal names.
As a result, the Exchange also proposes
to change its name from ‘‘C2 Options
Exchange, Incorporated’’ to ‘‘Cboe C2
Exchange, Inc.’’ throughout its rules,
fees schedules and corporate
documents. Additionally the Exchange
notes that the Chicago Board Options
Exchange, Incorporated is filing a
similar rule filing to change its name to
‘‘Cboe Exchange, Inc.’’ and change
references to ‘‘CBOE’’ to ‘‘Cboe
Options’’, with the exception that
references to ‘‘CBOE Command’’,
‘‘CBOE Application Server’’ and ‘‘CBOE
Market Interface’’ will be deleted and
revised to state ‘‘Cboe Command’’,
‘‘Cboe Application Server’’, and ‘‘Cboe
Market Interface’’, respectively. The
Exchange therefore also proposes to
replace any of these references
throughout the C2 operative documents
accordingly. Lastly, the Exchange is
changing the name of ‘‘Market Data
Express, LLC’’ to ‘‘Cboe Data Services,
LLC’’ and consequently also changing
references to ‘‘MDX’’ to ‘‘CDS’’.
Therefore, the Exchange proposes to
amend its: (i) Fourth Amended and
Restated Certificate of Incorporation of
C2 Options Exchange, Incorporated (ii)
Eighth Amended and Restated Bylaws
of C2 Options Exchange, Incorporated,
(iii) Rulebook, (iv) Fees Schedule and
(v) Market Data Express, LLC Fees
Schedule (collectively, the ‘‘Operative
Documents’’) to reflect the name
changes.
(a) Exchange’s Certificate
The Exchange proposes to (i) delete
the following language from the
introductory paragraph: ‘‘The name of
the Corporation is C2 Options Exchange,
Incorporated’’ and (ii) amend Article
First of the Exchange’s Certificate to
reflect the new name, ‘‘Cboe C2
Exchange, Inc.’’. The Exchange also
proposes to change references to its
parent company, ‘‘CBOE Holdings, Inc.’’
to ‘‘Cboe Global Markets, Inc.’’. The
Exchange notes that it is not amending
the Exchange’s name in the title,
introductory paragraph or signature line
as the name changes will not be
effective until the Exchange, as
currently named, files the proposed
changes in Delaware. Thereafter, the
Exchange will amend the Certificate to
reflect the new name in the title,
introductory paragraph and signature
line.
PO 00000
Frm 00109
Fmt 4703
Sfmt 4703
(b) Exchange’s Bylaws
For the Exchange’s Bylaws, all
references to ‘‘C2 Options Exchange,
Incorporated’’ will be deleted and
revised to state ‘‘Cboe C2 Exchange,
Inc.’’.
(c) Exchange’s Rulebook
For the Rules of C2 Options Exchange,
Incorporated, all references to ‘‘C2
Options Exchange, Incorporated’’ will
be deleted and revised to state ‘‘Cboe C2
Exchange, Inc.’’ Additionally, all
references to ‘‘Chicago Board Options
Exchange, Incorporated’’ will be deleted
and revised to state ‘‘Cboe Exchange,
Inc.’’ and all references to ‘‘CBOE’’ will
be deleted and revised to state ‘‘Cboe
Options’’, with the exception that any
references to ‘‘CBOE Command’’,
‘‘CBOE Application Server’’ and ‘‘CBOE
Market Interface’’ will change to ‘‘Cboe
Command, ‘‘Cboe Application Server’’,
and ‘‘Cboe Market Interface’’,
respectively.
(d) Exchange’s Fees Schedule
For the C2 Options Exchange,
Incorporated Fees Schedule, any
reference to ‘‘C2 Options Exchange,
Incorporated’’ will be deleted and
revised to state ‘‘Cboe C2 Exchange,
Inc.’’. Additionally, all references to
‘‘CBOE’’ will be deleted and revised to
state ‘‘Cboe Options’’.
(e) Market Data Express, LLC Fees
Schedule
For the Market Data Express, LLC
Fees Schedule, all references to ‘‘Market
Data Express, LLC’’ will be deleted and
revised to state ‘‘Cboe Data Services,
LLC’’ and references to ‘‘CBOE
Streaming Markets’’ will be deleted in
its entirety. Additionally references to
‘‘MDX’’ will be deleted and revised to
state ‘‘CDS’’.
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.5 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 6 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,
5 15
6 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
E:\FR\FM\03NON1.SGM
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Federal Register / Vol. 82, No. 212 / Friday, November 3, 2017 / Notices
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.
In particular, the proposed change is
a non-substantive change and does not
impact the governance, ownership or
operations of the Exchange. The
Exchange believes that by ensuring that
its parent company’s governance
documents and the Exchanges operative
documents accurately reflect the new
legal names, the proposed rule change
would reduce potential investor or
market participant confusion.
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 Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with updating the
Company’s and Exchange’s governance
and operative documents to reflect the
abovementioned name change.
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.
ethrower on DSK3G9T082PROD with NOTICES
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.
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:
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
[Release No. 34–81982; File No. SR–IEX–
2017–36]
• 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–
C2–2017–028 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–C2–2017–028. 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–C2–2017–028 and should
be submitted on or before November 24,
2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–23925 Filed 11–2–17; 8:45 am]
BILLING CODE 8011–01–P
U.S.C. 78s(b)(3)(A).
8 17 CFR 240.19b–4(f).
7 15
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Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Clarify the
Eligibility of Market Orders and Limit
Orders With a Time-In-Force of DAY for
a Volatility Auction Occurring Outside
of Regular Market Hours
October 30, 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
19, 2017, the Investors Exchange LLC
(‘‘IEX’’ 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
(a)[sic] Pursuant to the provisions of
Section 19(b)(1) under the Securities
Exchange Act of 1934 (‘‘Act’’),4 and
Rule 19b–4 thereunder,5 Investors
Exchange LLC (‘‘IEX’’ or ‘‘Exchange’’) is
filing with the Commission a proposed
rule change to clarify the eligibility of
market orders and limit orders with a
time-in-force of DAY 6 for a Volatility
Auction 7 occurring outside of Regular
Market Hours.8 The Exchange has
designated this rule change as ‘‘noncontroversial’’ under Section 19(b)(3)(A)
of the Act 9 and provided the
Commission with the notice required by
Rule 19b–4(f)(6) thereunder.10
The text of the proposed rule change
is available at the Exchange’s Web site
at www.iextrading.com, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(1).
5 17 CRF 240.19b–4.
6 See Rule 11.190(c)(3).
7 See Rule 11.350(f).
8 See Rule 1.160(gg).
9 15 U.S.C. 78s(b)(3)(A).
10 17 CFR 240.19b–4.
2 15
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Agencies
[Federal Register Volume 82, Number 212 (Friday, November 3, 2017)]
[Notices]
[Pages 51317-51319]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23925]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81979; File No. SR-C2-2017-028]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
Relating To Reflect in the Exchange's Governing Documents, Rulebook and
Fees Schedules, a Non-Substantive Corporate Branding Change, Including
Changes to the Company's Name, the Intermediate's Name, and the
Exchange's Name
October 30, 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 19, 2017, C2 Options Exchange, Incorporated (the
``Exchange'' or ``C2'') filed with the Securities and Exchange
Commission (the ``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 filed a proposed rule change with respect to
amendments of the Second Amended and Restated Certificate of
Incorporation (the ``Company's Certificate'') and Third Amended and
Restated Bylaws (the ``Company's Bylaws'') of its parent corporation,
CBOE Holdings, Inc. (``CBOE Holdings'' or the ``Company'') to change
the name of the Company to Cboe Global Markets, Inc. The Exchange also
proposes to amend its Fourth Amended and Restated Certificate of
Incorporation (the ``Exchange Certificate''), Eighth Amended and
Restated Bylaws of C2 Options Exchange, Incorporated (the ``Exchange
Bylaws''), rulebook and fees schedules (collectively ``operative
documents'') in connection with the name change of its parent Company
and the Exchange.
The text of the proposed rule change is also available on the
Exchange's Web site (https://www.c2exchange.com/Legal/), at the
Exchange's Office of the Secretary, 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
Background
The purpose of this filing is to reflect in the Exchange's
governing documents (and the governing documents of its parent company,
CBOE Holdings) and the Exchange's rulebook and fees schedules, a non-
substantive corporate branding change, including changes to the
Company's name and the Exchange's name.\3\ Particularly, references to
Company's and Exchange's names will be deleted and revised to state the
new names, as described more fully below. No other substantive 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 is [sic] any way.
Accordingly, this filing is being submitted under Rule 19b-4(f)(3). In
lieu of providing a copy of the marked name changes, the Exchange
represents that it will make the necessary non-substantive revisions
described below to the Exchange's corporate governance documents,
rulebook, and fees schedules, and post updated versions of each on the
Exchange's Web site pursuant to Rule 19b-4(m)(2).
---------------------------------------------------------------------------
\3\ The Exchange initially filed the proposed rule changes on
October 16, 2017 (SR-C2-2017-027). On October 19, 2017 the Exchange
withdrew SR-C2-2017-027 and then subsequently submitted this filing
(SR-C2-2017-028).
---------------------------------------------------------------------------
The Company's Name Change
In connection with the corporate name change of its parent company,
the Exchange is proposing to amend the Company's Certificate and
Bylaws. Specifically, the Company is changing its name from ``CBOE
Holdings, Inc.'' to ``Cboe Global Markets, Inc.''
(a) Company's Certificate
The Exchange proposes to (i) delete the following language from
Paragraph (1) of the introductory paragraph: ``The name of the
Corporation is CBOE Holdings, Inc.'' and (ii) amend Article First of
the Company's Certificate to reflect the new name, ``Cboe Global
Markets, Inc.''. The Exchange also proposes to add clarifying language
and cite to the applicable provisions of the General Corporation Law of
the State of
[[Page 51318]]
Delaware in connection with the proposed name change. The Exchange
notes that it is not amending the Company's name in the title or
signature line as the name changes will not be effective until the
Company, as currently named, files the proposed changes in Delaware.
Thereafter, the Exchange will amend the Certificate to reflect the new
name in the title and signature line. The Exchange also notes that
although the name of ``Chicago Board Options Exchange, Incorporated''
is changing to ``Cboe Exchange Inc.'', it is not amending the name of
Chicago Board Options Exchange, Incorporated (``CBOE'') referenced in
Article Fifth(a)(iii) at this time. Particularly, the Exchange notes
that unlike the exception applicable to proposed changes to the
Company's name,\4\ a vote of stockholders is required to adopt an
amendment to the reference of CBOE's name. As such, the Exchange will
submit a rule filing to amend the Certificate to reflect the new CBOE
name at such time it is ready to obtain stockholder approval.
---------------------------------------------------------------------------
\4\ See Section 242(b) of the General Corporation Law of the
State of Delaware.
---------------------------------------------------------------------------
(b) Company's Bylaws
With respect to the Company's Bylaws, references to ``CBOE
Holdings, Inc.'' will be deleted and revised to state ``Cboe Global
Markets, Inc.'' The Exchange also proposes to eliminate the reference
to ``Chicago Board Options Exchange, Incorporated'' in Article 10,
Section 10.2. Particularly, Section 10.2 provides that ``for so long as
the Corporation shall control, directly or indirectly, any national
securities exchange, including, but not limited to Chicago Board
Options Exchange, Incorporated (a ``Regulated Securities Exchange
Subsidiary''), before any amendment, alteration or repeal of any
provision of the Bylaws shall be effective, such amendment, alteration
or repeal shall be submitted to the board of directors of each
Regulated Securities Exchange Subsidiary, and if such amendment,
alteration or repeal must be filed with or filed with and approved by
the Securities and Exchange Commission, then such amendment, alteration
or repeal shall not become effective until filed with or filed with and
approved by the Securities and Exchange Commission, as the case may
be.'' As the Company currently controls a number of Regulated
Securities Exchange Subsidiaries, it does not believe it is necessary
to explicitly reference only Chicago Board Option Exchange,
Incorporated and therefore proposes to delete the following language:
``Including, but not limited to Chicago Board Options Exchange,
Incorporated''.
The Exchange's Name Change
For purposes of consistency, certain of the Parent's subsidiaries
have also undertaken to change their legal names. As a result, the
Exchange also proposes to change its name from ``C2 Options Exchange,
Incorporated'' to ``Cboe C2 Exchange, Inc.'' throughout its rules, fees
schedules and corporate documents. Additionally the Exchange notes that
the Chicago Board Options Exchange, Incorporated is filing a similar
rule filing to change its name to ``Cboe Exchange, Inc.'' and change
references to ``CBOE'' to ``Cboe Options'', with the exception that
references to ``CBOE Command'', ``CBOE Application Server'' and ``CBOE
Market Interface'' will be deleted and revised to state ``Cboe
Command'', ``Cboe Application Server'', and ``Cboe Market Interface'',
respectively. The Exchange therefore also proposes to replace any of
these references throughout the C2 operative documents accordingly.
Lastly, the Exchange is changing the name of ``Market Data Express,
LLC'' to ``Cboe Data Services, LLC'' and consequently also changing
references to ``MDX'' to ``CDS''. Therefore, the Exchange proposes to
amend its: (i) Fourth Amended and Restated Certificate of Incorporation
of C2 Options Exchange, Incorporated (ii) Eighth Amended and Restated
Bylaws of C2 Options Exchange, Incorporated, (iii) Rulebook, (iv) Fees
Schedule and (v) Market Data Express, LLC Fees Schedule (collectively,
the ``Operative Documents'') to reflect the name changes.
(a) Exchange's Certificate
The Exchange proposes to (i) delete the following language from the
introductory paragraph: ``The name of the Corporation is C2 Options
Exchange, Incorporated'' and (ii) amend Article First of the Exchange's
Certificate to reflect the new name, ``Cboe C2 Exchange, Inc.''. The
Exchange also proposes to change references to its parent company,
``CBOE Holdings, Inc.'' to ``Cboe Global Markets, Inc.''. The Exchange
notes that it is not amending the Exchange's name in the title,
introductory paragraph or signature line as the name changes will not
be effective until the Exchange, as currently named, files the proposed
changes in Delaware. Thereafter, the Exchange will amend the
Certificate to reflect the new name in the title, introductory
paragraph and signature line.
(b) Exchange's Bylaws
For the Exchange's Bylaws, all references to ``C2 Options Exchange,
Incorporated'' will be deleted and revised to state ``Cboe C2 Exchange,
Inc.''.
(c) Exchange's Rulebook
For the Rules of C2 Options Exchange, Incorporated, all references
to ``C2 Options Exchange, Incorporated'' will be deleted and revised to
state ``Cboe C2 Exchange, Inc.'' Additionally, all references to
``Chicago Board Options Exchange, Incorporated'' will be deleted and
revised to state ``Cboe Exchange, Inc.'' and all references to ``CBOE''
will be deleted and revised to state ``Cboe Options'', with the
exception that any references to ``CBOE Command'', ``CBOE Application
Server'' and ``CBOE Market Interface'' will change to ``Cboe Command,
``Cboe Application Server'', and ``Cboe Market Interface'',
respectively.
(d) Exchange's Fees Schedule
For the C2 Options Exchange, Incorporated Fees Schedule, any
reference to ``C2 Options Exchange, Incorporated'' will be deleted and
revised to state ``Cboe C2 Exchange, Inc.''. Additionally, all
references to ``CBOE'' will be deleted and revised to state ``Cboe
Options''.
(e) Market Data Express, LLC Fees Schedule
For the Market Data Express, LLC Fees Schedule, all references to
``Market Data Express, LLC'' will be deleted and revised to state
``Cboe Data Services, LLC'' and references to ``CBOE Streaming
Markets'' will be deleted in its entirety. Additionally references to
``MDX'' will be deleted and revised to state ``CDS''.
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.\5\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \6\ 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,
[[Page 51319]]
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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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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In particular, the proposed change is a non-substantive change and
does not impact the governance, ownership or operations of the
Exchange. The Exchange believes that by ensuring that its parent
company's governance documents and the Exchanges operative documents
accurately reflect the new legal names, the proposed rule change would
reduce potential investor or market participant confusion.
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 Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Company's and Exchange's governance and
operative documents to reflect the abovementioned name change.
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 rule-comments@sec.gov. Please include
File Number SR-C2-2017-028 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-C2-2017-028. 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-C2-2017-028 and should be
submitted on or before November 24, 2017.
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\9\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23925 Filed 11-2-17; 8:45 am]
BILLING CODE 8011-01-P