Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company NYSE Group, Inc., 20899-20901 [2018-09764]

Download as PDF sradovich on DSK3GMQ082PROD with NOTICES Federal Register / Vol. 83, No. 89 / Tuesday, May 8, 2018 / Notices convert to microfilm or other recording media records maintained under Rule 17a–1, if they have filed a record destruction plan with the Commission and the Commission has declared the plan effective. There are currently 32 SROs: 21 national securities exchanges, 1 national securities association, the MSRB, and 9 registered clearing agencies. Of the 32 SROs, only 2 SRO respondents have filed a record destruction plan with the Commission. The staff calculates that the preparation and filing of a new record destruction plan should take 160 hours. Further, any existing SRO record destruction plans may require revision, over time, in response to, for example, changes in document retention technology, which the Commission estimates will take much less than the 160 hours estimated for a new plan. The Commission estimates that each SRO that has filed a destruction plan will spend approximately 30 hours per year making required revisions. Thus, the total annual compliance burden is estimated to be 60 hours per year based on two respondents. The approximate compliance cost per hour is $422, resulting in a total internal cost of compliance for these respondents of $25,320 per year (60 hours @ $422 per hour). Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission’s estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE Washington, DC 20549, or send an email to: PRA_ Mailbox@sec.gov. VerDate Sep<11>2014 18:41 May 07, 2018 Jkt 244001 Dated: May 1, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–09690 Filed 5–7–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83160; File No. SR– NYSEArca-2018–26] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company NYSE Group, Inc. May 3, 2018. 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 April 25, 2018, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Article X of the certificate of incorporation of its parent company NYSE Group, Inc. (‘‘NYSE Group’’) and make certain technical and conforming changes. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 20899 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Article X (Confidential Amendment) of the Sixth Amended and Restated Certificate of Incorporation of NYSE Group (‘‘NYSE Group Certificate’’) and make certain technical and conforming changes. NYSE Group owns all of the equity interest in the Exchange and its national securities exchange affiliates, the New York Stock Exchange LLC (‘‘NYSE LLC’’), NYSE American LLC (‘‘NYSE American’’) and NYSE National, Inc. (‘‘NYSE National’’). In turn, NYSE Group is a wholly-owned subsidiary of NYSE Holdings LLC (‘‘NYSE Holdings’’), which is wholly owned by Intercontinental Exchange Holdings, Inc. (‘‘ICE Holdings’’). ICE Holdings is wholly owned by Intercontinental Exchange Inc. (‘‘ICE’’).4 In 2017, the Exchange amended the certificates of incorporation, bylaws, and operating agreements, as applicable, of ICE, ICE Holdings, NYSE Holdings and NYSE Group (collectively, the ‘‘Governing Documents’’).5 The changes to the Governing Documents included, among other things, amendments streamlining references to ICE subsidiaries that either are or control national securities exchanges, deleting references to other ICE subsidiaries, and amending provisions relating to confidential information.6 As a result of the changes, ‘‘Exchange’’ is defined in each Governing Document as a national 4 ICE is a publicly traded company listed on the NYSE. 5 The Governing Documents are the Fourth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc. (‘‘ICE Certificate’’); Eighth Amended and Restated Bylaws of Intercontinental Exchange, Inc. (‘‘ICE Bylaws’’); Ninth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. (‘‘ICE Holdings Certificate’’); Sixth Amended and Restated Bylaws of Intercontinental Exchange Holdings, Inc. (‘‘ICE Holdings Bylaws’’); Ninth Amended and Restated Limited Liability Company Agreement of NYSE Holdings LLC (‘‘NYSE Holdings Operating Agreement’’); Fourth Amended and Restated Bylaws of NYSE Group, Inc. (‘‘NYSE Group Bylaws’’); and the NYSE Group Certificate. 6 See Securities Exchange Act Release Nos. 82083 (November 15, 2017), 82 FR 55453 (November 21, 2017) (SR–NYSEArca–2017–125) (notice of filing and immediate effectiveness of proposed rule change to amend the governing documents of the Exchange’s intermediate parent companies) (‘‘Holding Companies Release’’); and 80752 (May 24, 2017), 82 FR 25018 (May 31, 2017) (SR– NYSE– 2017–13; SR–NYSEArca–2017–29; SR– NYSEMKT– 2017–17; SR–NYSENAT–2017–01) (order approving proposed rule changes to amend the certificate and bylaws of the exchange’s ultimate parent company) (‘‘Parent Company Release’’). E:\FR\FM\08MYN1.SGM 08MYN1 20900 Federal Register / Vol. 83, No. 89 / Tuesday, May 8, 2018 / Notices securities exchange registered under Section 6 of the Exchange Act 7 that is directly or indirectly controlled by the relevant entity.8 In making such changes, lists of specific entities were replaced with ‘‘Exchange’’ or ‘‘Exchanges,’’ as applicable.9 For example, in Article XII, clause (b) of the NYSE Group Certificate, ‘‘the boards of directors of New York Stock Exchange, NYSE Arca, NYSE Arca Equities, NYSE MKT and NYSE National or the boards of directors of their successors’’ was amended to ‘‘the boards of directors of each Exchange.’’ 10 However, the NYSE Group Certificate retains one list of specific entities, which it proposes to amend now. Specifically, in the first sentence of Article X of the NYSE Group Certificate, the Exchange proposes to replace ‘‘New York Stock Exchange, NYSE Arca, NYSE Arca Equities, NYSE MKT and NYSE National’’ with ‘‘any Exchange, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the Corporation’’.11 The proposed change would not have a substantive effect on what entities the provision covers. As national securities exchanges registered under Section 6 of the Exchange Act12 that are directly controlled by NYSE Group, each of the NYSE, NYSE Arca, NYSE MKT (now NYSE American LLC) 13 and NYSE National are ‘‘Exchanges’’ within the scope of the definition. The reference to NYSE Arca Equities is obsolete, as it has been merged out of existence.14 As a result, the change is non-substantive. 7 15 U.S.C. 78f. Holding Companies Release, supra note 6, at 55454; ICE Certificate, Article V, Section A(3)(a); ICE Bylaws, Article III, Section 3.15; ICE Holdings Certificate, Article V, Section A(1); ICE Holdings Bylaws, Article III, Section 3.15; NYSE Holdings Operating Agreement, Article 1, Section 1.1; NYSE Group Bylaws, Article VII, Article 7.9(b); and NYSE Group Certificate, Article IV, Section 4(b)(1)(A). 9 See Holding Companies Release, supra note 6, at 55455, and Parent Company Release, supra note 6, at 25019. Similarly, the terms ‘‘U.S. Regulated Subsidiary,’’ ‘‘U.S. Regulated Subsidiaries,’’ ‘‘Regulated Subsidiary,’’ and ‘‘Regulated Subsidiaries’’ were replaced with ‘‘Exchange’’ or ‘‘Exchanges,’’ as applicable. 10 See Holding Companies Release, supra note 6, note 12. 11 The Exchange’s affiliates the NYSE LLC, NYSE American, and NYSE National have each submitted substantially the same proposed rule change to propose the changes described herein. See SR– NYSE–2018–18, SR–NYSEAmer–2018–16, and SR– NYSENAT–2018–05. 12 15 U.S.C. 78f. 13 ‘‘NYSE MKT LLC’’ changed its name to ‘‘NYSE American LLC’’ in 2017. See Securities Exchange Act Release Nos. 80283 (March 21, 2017), 82 FR 15244 (March 27, 2017) (SR–NYSEMKT–2017–14). 14 See Securities Exchange Act Release No. 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR–NYSEArca–2017–40). sradovich on DSK3GMQ082PROD with NOTICES 8 See VerDate Sep<11>2014 18:41 May 07, 2018 Jkt 244001 The Exchange notes that the proposed amendment would make the first sentence of Article X of the NYSE Group Certificate more consistent with the use of ‘‘Exchange’’ throughout the Governing Documents, particularly in the confidential information provisions of the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement, all of which have the text ‘‘any Exchange, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the’’ Corporation or Company, as applicable.15 In addition, technical and conforming changes would be made to the title, recitals, effective time, date and signature line of the NYSE Group Certificate. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 16 in general, and with Section 6(b)(1) 17 in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange believes that the proposed rule change would enable the Exchange to continue to be so organized as to have the capacity to carry out the purposes of the Exchange Act and comply and enforce compliance with the provisions of the Exchange Act by its members and persons associated with its members, because the proposed change would add further clarity and transparency to the Exchange’s rules without having a substantive effect on which entities the provision would cover. As national securities exchanges registered under Section 6 of the Exchange Act 18 that are directly controlled by NYSE Group, each of the NYSE LLC, NYSE Arca, NYSE American and NYSE National fall within the scope of the definition of ‘‘Exchange.’’ In addition, removing the obsolete reference to NYSE Arca Equities would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Exchange’s rules. 15 See ICE Bylaws, Article VIII, Section 8.1; ICE Holdings Bylaws, Article VIII, Section 8.1; and NYSE Holdings Operating Agreement, Article XII, Section 12.1. See also Holding Companies Release, supra note 6, at 55457. 16 15 U.S.C. 78f(b). 17 15 U.S.C. 78f(b)(1). 18 15 U.S.C. 78f. PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 The Exchange believes that the proposed technical and conforming changes to the title, recitals, effective time, date and signature line of the NYSE Group Certificate would contribute to the orderly operation of the Exchange by adding clarity and transparency to its rules. Further, the Exchange notes that the Exchange Act definition of ‘‘exchange’’ states that ‘‘exchange’’ ‘‘includes the market place and the market facilities maintained by such exchange.’’ 19 Accordingly, any market places and market facilities maintained by the Exchange would fall within the definition of ‘‘Exchange’’ and therefore would fall within the scope of Article X of the NYSE Group Certificate. For similar reasons, the Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,20 in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change would remove impediments to and perfect the mechanism of a free and open market and a national market system by simplifying and streamlining the Exchange’s rules and removing an obsolete reference, thereby ensuring that market participants can more easily navigate, understand and comply with its rules. In this manner, the proposed change would ensure that persons subject to the Exchange’s jurisdiction, regulators, and the investing public can more easily navigate and understand the NYSE Group Certificate. In addition, the Exchange believes that the proposed rule change would remove impediments to and perfect the mechanism of a free and open market and a national market system, because the proposed change would conform the text of Article X with the use of ‘‘Exchange’’ throughout the Governing Documents, generally, and with the confidential information provisions of the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement, more specifically. As a result, the Governing Documents would be more consistent and persons subject to the Exchange’s jurisdiction, regulators, and the investing public 19 15 20 15 E:\FR\FM\08MYN1.SGM U.S.C. 78c(a)(1). U.S.C. 78f(b)(5). 08MYN1 Federal Register / Vol. 83, No. 89 / Tuesday, May 8, 2018 / Notices could more easily navigate and understand the NYSE Group Certificate and the other Governing Documents. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The proposed rule change is not designed to address any competitive issue but rather is meant to update and streamline the NYSE Group Certificate to make it more consistent with the use of ‘‘Exchange’’ throughout the Governing Documents and the confidential information provisions in the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement. The Exchange believes that the proposed rule change will serve to promote clarity and consistency, thereby reducing burdens on the marketplace and facilitating investor protection. The proposed rule change would result in no concentration or other changes of ownership of exchanges. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. sradovich on DSK3GMQ082PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b–4(f)(6) thereunder.21 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 21 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. VerDate Sep<11>2014 19:51 May 07, 2018 Jkt 244001 investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2018–26 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2018–26. 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 website (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 website 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–NYSEArca–2018–26, and should be submitted on or before May 29, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–09764 Filed 5–7–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83161; File No. SR– NYSENAT–2018–05] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company NYSE Group, Inc. May 3, 2018. 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 April 25, 2018, NYSE National, Inc. (the ‘‘Exchange’’ or ‘‘NYSE National’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Article X of the certificate of incorporation of its parent company NYSE Group, Inc. (‘‘NYSE Group’’) and make certain technical and conforming changes. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 22 17 PO 00000 CFR 200.30–3(a)(12). Frm 00115 Fmt 4703 Sfmt 4703 20901 E:\FR\FM\08MYN1.SGM 08MYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 83, Number 89 (Tuesday, May 8, 2018)]
[Notices]
[Pages 20899-20901]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-09764]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83160; File No. SR-NYSEArca-2018-26]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the 
Certificate of Incorporation of Its Parent Company NYSE Group, Inc.

May 3, 2018.
    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 April 25, 2018, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Article X of the certificate of 
incorporation of its parent company NYSE Group, Inc. (``NYSE Group'') 
and make certain technical and conforming changes. The proposed rule 
change is available on the Exchange's website at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Article X (Confidential Amendment) 
of the Sixth Amended and Restated Certificate of Incorporation of NYSE 
Group (``NYSE Group Certificate'') and make certain technical and 
conforming changes.
    NYSE Group owns all of the equity interest in the Exchange and its 
national securities exchange affiliates, the New York Stock Exchange 
LLC (``NYSE LLC''), NYSE American LLC (``NYSE American'') and NYSE 
National, Inc. (``NYSE National''). In turn, NYSE Group is a wholly-
owned subsidiary of NYSE Holdings LLC (``NYSE Holdings''), which is 
wholly owned by Intercontinental Exchange Holdings, Inc. (``ICE 
Holdings''). ICE Holdings is wholly owned by Intercontinental Exchange 
Inc. (``ICE'').\4\
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    \4\ ICE is a publicly traded company listed on the NYSE.
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    In 2017, the Exchange amended the certificates of incorporation, 
bylaws, and operating agreements, as applicable, of ICE, ICE Holdings, 
NYSE Holdings and NYSE Group (collectively, the ``Governing 
Documents'').\5\ The changes to the Governing Documents included, among 
other things, amendments streamlining references to ICE subsidiaries 
that either are or control national securities exchanges, deleting 
references to other ICE subsidiaries, and amending provisions relating 
to confidential information.\6\ As a result of the changes, 
``Exchange'' is defined in each Governing Document as a national

[[Page 20900]]

securities exchange registered under Section 6 of the Exchange Act \7\ 
that is directly or indirectly controlled by the relevant entity.\8\
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    \5\ The Governing Documents are the Fourth Amended and Restated 
Certificate of Incorporation of Intercontinental Exchange, Inc. 
(``ICE Certificate''); Eighth Amended and Restated Bylaws of 
Intercontinental Exchange, Inc. (``ICE Bylaws''); Ninth Amended and 
Restated Certificate of Incorporation of Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings Certificate''); Sixth Amended and 
Restated Bylaws of Intercontinental Exchange Holdings, Inc. (``ICE 
Holdings Bylaws''); Ninth Amended and Restated Limited Liability 
Company Agreement of NYSE Holdings LLC (``NYSE Holdings Operating 
Agreement''); Fourth Amended and Restated Bylaws of NYSE Group, Inc. 
(``NYSE Group Bylaws''); and the NYSE Group Certificate.
    \6\ See Securities Exchange Act Release Nos. 82083 (November 15, 
2017), 82 FR 55453 (November 21, 2017) (SR-NYSEArca-2017-125) 
(notice of filing and immediate effectiveness of proposed rule 
change to amend the governing documents of the Exchange's 
intermediate parent companies) (``Holding Companies Release''); and 
80752 (May 24, 2017), 82 FR 25018 (May 31, 2017) (SR- NYSE-2017-13; 
SR-NYSEArca-2017-29; SR- NYSEMKT-2017-17; SR-NYSENAT-2017-01) (order 
approving proposed rule changes to amend the certificate and bylaws 
of the exchange's ultimate parent company) (``Parent Company 
Release'').
    \7\ 15 U.S.C. 78f.
    \8\ See Holding Companies Release, supra note 6, at 55454; ICE 
Certificate, Article V, Section A(3)(a); ICE Bylaws, Article III, 
Section 3.15; ICE Holdings Certificate, Article V, Section A(1); ICE 
Holdings Bylaws, Article III, Section 3.15; NYSE Holdings Operating 
Agreement, Article 1, Section 1.1; NYSE Group Bylaws, Article VII, 
Article 7.9(b); and NYSE Group Certificate, Article IV, Section 
4(b)(1)(A).
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    In making such changes, lists of specific entities were replaced 
with ``Exchange'' or ``Exchanges,'' as applicable.\9\ For example, in 
Article XII, clause (b) of the NYSE Group Certificate, ``the boards of 
directors of New York Stock Exchange, NYSE Arca, NYSE Arca Equities, 
NYSE MKT and NYSE National or the boards of directors of their 
successors'' was amended to ``the boards of directors of each 
Exchange.'' \10\
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    \9\ See Holding Companies Release, supra note 6, at 55455, and 
Parent Company Release, supra note 6, at 25019. Similarly, the terms 
``U.S. Regulated Subsidiary,'' ``U.S. Regulated Subsidiaries,'' 
``Regulated Subsidiary,'' and ``Regulated Subsidiaries'' were 
replaced with ``Exchange'' or ``Exchanges,'' as applicable.
    \10\ See Holding Companies Release, supra note 6, note 12.
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    However, the NYSE Group Certificate retains one list of specific 
entities, which it proposes to amend now. Specifically, in the first 
sentence of Article X of the NYSE Group Certificate, the Exchange 
proposes to replace ``New York Stock Exchange, NYSE Arca, NYSE Arca 
Equities, NYSE MKT and NYSE National'' with ``any Exchange, in each 
case to the extent that such entities continue to be controlled, 
directly or indirectly, by the Corporation''.\11\
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    \11\ The Exchange's affiliates the NYSE LLC, NYSE American, and 
NYSE National have each submitted substantially the same proposed 
rule change to propose the changes described herein. See SR-NYSE-
2018-18, SR-NYSEAmer-2018-16, and SR-NYSENAT-2018-05.
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    The proposed change would not have a substantive effect on what 
entities the provision covers. As national securities exchanges 
registered under Section 6 of the Exchange Act\12\ that are directly 
controlled by NYSE Group, each of the NYSE, NYSE Arca, NYSE MKT (now 
NYSE American LLC) \13\ and NYSE National are ``Exchanges'' within the 
scope of the definition. The reference to NYSE Arca Equities is 
obsolete, as it has been merged out of existence.\14\ As a result, the 
change is non-substantive.
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    \12\ 15 U.S.C. 78f.
    \13\ ``NYSE MKT LLC'' changed its name to ``NYSE American LLC'' 
in 2017. See Securities Exchange Act Release Nos. 80283 (March 21, 
2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-2017-14).
    \14\ See Securities Exchange Act Release No. 81419 (August 17, 
2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40).
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    The Exchange notes that the proposed amendment would make the first 
sentence of Article X of the NYSE Group Certificate more consistent 
with the use of ``Exchange'' throughout the Governing Documents, 
particularly in the confidential information provisions of the ICE 
Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating 
Agreement, all of which have the text ``any Exchange, in each case to 
the extent that such entities continue to be controlled, directly or 
indirectly, by the'' Corporation or Company, as applicable.\15\
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    \15\ See ICE Bylaws, Article VIII, Section 8.1; ICE Holdings 
Bylaws, Article VIII, Section 8.1; and NYSE Holdings Operating 
Agreement, Article XII, Section 12.1. See also Holding Companies 
Release, supra note 6, at 55457.
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    In addition, technical and conforming changes would be made to the 
title, recitals, effective time, date and signature line of the NYSE 
Group Certificate.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \16\ in general, and with Section 
6(b)(1) \17\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that the proposed rule change would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members, because the proposed change would 
add further clarity and transparency to the Exchange's rules without 
having a substantive effect on which entities the provision would 
cover. As national securities exchanges registered under Section 6 of 
the Exchange Act \18\ that are directly controlled by NYSE Group, each 
of the NYSE LLC, NYSE Arca, NYSE American and NYSE National fall within 
the scope of the definition of ``Exchange.'' In addition, removing the 
obsolete reference to NYSE Arca Equities would contribute to the 
orderly operation of the Exchange by adding clarity and transparency to 
the Exchange's rules. The Exchange believes that the proposed technical 
and conforming changes to the title, recitals, effective time, date and 
signature line of the NYSE Group Certificate would contribute to the 
orderly operation of the Exchange by adding clarity and transparency to 
its rules.
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    \18\ 15 U.S.C. 78f.
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    Further, the Exchange notes that the Exchange Act definition of 
``exchange'' states that ``exchange'' ``includes the market place and 
the market facilities maintained by such exchange.'' \19\ Accordingly, 
any market places and market facilities maintained by the Exchange 
would fall within the definition of ``Exchange'' and therefore would 
fall within the scope of Article X of the NYSE Group Certificate.
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    \19\ 15 U.S.C. 78c(a)(1).
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    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\20\ in that 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in 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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    \20\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by simplifying and streamlining the Exchange's 
rules and removing an obsolete reference, thereby ensuring that market 
participants can more easily navigate, understand and comply with its 
rules. In this manner, the proposed change would ensure that persons 
subject to the Exchange's jurisdiction, regulators, and the investing 
public can more easily navigate and understand the NYSE Group 
Certificate.
    In addition, the Exchange believes that the proposed rule change 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system, because the proposed change 
would conform the text of Article X with the use of ``Exchange'' 
throughout the Governing Documents, generally, and with the 
confidential information provisions of the ICE Bylaws, the ICE Holdings 
Bylaws, and the NYSE Holdings Operating Agreement, more specifically. 
As a result, the Governing Documents would be more consistent and 
persons subject to the Exchange's jurisdiction, regulators, and the 
investing public

[[Page 20901]]

could more easily navigate and understand the NYSE Group Certificate 
and the other Governing Documents.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
meant to update and streamline the NYSE Group Certificate to make it 
more consistent with the use of ``Exchange'' throughout the Governing 
Documents and the confidential information provisions in the ICE 
Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating 
Agreement. The Exchange believes that the proposed rule change will 
serve to promote clarity and consistency, thereby reducing burdens on 
the marketplace and facilitating investor protection. The proposed rule 
change would result in no concentration or other changes of ownership 
of exchanges.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received from Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not:
    (i) Significantly affect the protection of investors or the public 
interest;
    (ii) impose any significant burden on competition; and
    (iii) become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 
19b-4(f)(6) thereunder.\21\
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    \21\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

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-NYSEArca-2018-26 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2018-26. 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 website (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 website 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-NYSEArca-2018-26, and should be 
submitted on or before May 29, 2018.
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    \22\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-09764 Filed 5-7-18; 8:45 am]
 BILLING CODE 8011-01-P

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