Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Intercontinental Exchange, Inc. Director Independence Policy, 26125-26128 [2018-11979]

Download as PDF Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices current proposal for options on SPY. 15 The Exchange also notes that SPY is more liquid than QQQ.16 Lastly, the Commission expressed the belief that implementing higher position and exercise limits may bring additional depth and liquidity without increasing concerns regarding intermarket manipulation or disruption of the options or the underlying securities.17 The Exchange’s existing surveillance and reporting safeguards are designed to deter and detect possible manipulative behavior which might arise from increasing position and exercise limits (increased as compared to the 900,000 limit in place prior to the SPY Pilot Program).18 B. Self-Regulatory Organization’s Statement on Burden on Competition MIAX Options 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 Exchange believes the entire proposal is consistent with Section (6)(b)(8) of the Act 19 in that it does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. On the contrary, the Exchange believes the proposal promotes competition because it will enable the option exchanges to attract additional order flow from the over-the-counter market, who in turn compete for those orders. The Exchange believes that the proposed rule change will result in continued opportunities to achieve the investment and trading objectives of market participants seeking efficient trading and hedging vehicles, to the benefit of investors, market participants, and the marketplace in general. MIAX Options believes this proposed rule change is necessary to permit fair competition among the options exchanges and to establish uniform position limits for additional multiply listed option classes. Furthermore, MIAX Options believes that the other options exchanges will file similar proposals with the Commission. amozie on DSK3GDR082PROD with NOTICES1 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. 15 Id. 16 See supra note 10. supra note 9. 18 See supra note 7. 19 15 U.S.C. 78f(b)(8). 17 See VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 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 after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to 19(b)(3)(A) of the Act 20 and Rule 19b–4(f)(6) 21 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 shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 26125 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–MIAX–2018–11 and should be submitted on or before June 26, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–11985 Filed 6–4–18; 8:45 am] 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– MIAX–2018–11 on the subject line. BILLING CODE 8011–01–P 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–MIAX–2018–11. 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 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Intercontinental Exchange, Inc. Director Independence Policy 20 15 U.S.C. 78s(b)(3)(A). 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 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. 21 17 PO 00000 Frm 00131 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83342; File No. SR–NYSE– 2018–19] May 30, 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 May 22, 2018, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is 22 17 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 E:\FR\FM\05JNN1.SGM 05JNN1 26126 Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices 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 the Intercontinental Exchange, Inc. (‘‘ICE’’) director independence policy (‘‘Independence Policy’’) in connection with a transaction (‘‘Transaction’’) whereby Chicago Stock Exchange, Inc. (‘‘CHX’’) and its direct parent, CHX Holdings, Inc. (‘‘CHX Holdings’’), would become indirect subsidiaries of Intercontinental Exchange, Inc. (‘‘ICE’’), the ultimate parent of the Exchange. 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. amozie on DSK3GDR082PROD with NOTICES1 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 the Independence Policy in connection with the Transaction. CHX Holdings,4 ICE and Kondor Merger Sub, Inc. (‘‘Merger Sub’’), entered into a Merger Agreement dated April 4, 2018 (‘‘Merger Agreement’’). Merger Sub is a whollyowned subsidiary of NYSE Group, Inc. (‘‘NYSE Group’’). Pursuant to the Merger Agreement, Merger Sub would merge with and into CHX Holdings, with CHX Holdings continuing as the surviving corporation (‘‘Merger’’). Upon the Merger, NYSE Group would hold all of the outstanding and issued shares of CHX Holdings, and CHX Holdings would continue to be the record and 4 CHX became a wholly-owned subsidiary of CHX Holdings pursuant to the Exchange’s demutualization as approved by the Commission in February 2005. See Securities Exchange Act Release No. 51149 (February 8, 2005), 70 FR 7531 (February 14, 2005) (SR–CHX–2004–26). VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 beneficial owner of all of the issued and outstanding shares of capital stock of CHX and the sole member of CHXBD, LLC (‘‘CHXBD’’), the Exchange’s affiliated routing broker. NYSE Group owns all of the equity interest in the Exchange and its national securities exchange affiliates, NYSE Arca, Inc. (‘‘NYSE Arca’’), NYSE American LLC (‘‘NYSE American’’) and NYSE National, Inc. (‘‘NYSE National’’). In turn, NYSE Group is a wholly-owned subsidiary of NYSE Holdings LLC, which is wholly owned by Intercontinental Exchange Holdings, Inc. (‘‘ICE Holdings’’). ICE Holdings is wholly owned by ICE.5 Following the Transaction, CHX would continue to be registered as a national securities exchange and as a separate self-regulatory organization. As such, CHX would continue to have separate rules, membership rosters, and listings that would be distinct from the rules, membership rosters, and listings of the four registered national securities exchanges and self-regulatory organizations owned by NYSE Group, namely, the NYSE, NYSE American, NYSE Arca, and NYSE National (together, the ‘‘NYSE Exchanges’’). The proposed rule changes would become operative simultaneously with the Merger that effectuates the Transaction (‘‘Closing’’). Amendments to the Independence Policy The Independence Policy was adopted at the time that the Exchange was acquired by ICE 6 and amended to reflect the NYSE Group acquisition of NYSE National.7 In connection with the Transaction, the Independence Policy would be amended to provide similar protections to CHX as are currently provided to the NYSE Exchanges by the policy, by making technical and conforming amendments.8 In addition, 5 ICE is a publicly traded company listed on the NYSE. 6 See Securities Exchange Act Release No. 70210 (August 15, 2013), 78 FR 51758, 511764–511765 [sic] (August 21, 2013) (SR–NYSE– 2013–42; SR– NYSEMKT–2013–50; SR– NYSEArca–2013–62). At the time of the acquisition, ‘‘ICE’’ was called ‘‘IntercontinentalExchange Group, Inc.’’ See Securities Exchange Act Release No. 72158 (May 13, 2014), 79 FR 28784 (May 19, 2014) (SR–NYSE– 2014–23). 7 See Securities Exchange Act Releases No. 79901 (January 30, 2017), 82 FR 9251 (February 3, 2017) (SR–NYSE–2016–90; SR–NYSEArca–2016–167; SR– NYSEMKT–2016–122), and 79902 (January 30, 2017), 82 FR 9258 (February 3, 2017) (SR–NSX– 2016–16). 8 The Exchange’s affiliates NYSE American, NYSE Arca, and NYSE National have each submitted substantially the same proposed rule change to the Independence Policy as described herein. See SR–NYSEAmer–2018–17, SR– NYSEArca–2018–27, and SR–NYSENAT–2018–06. PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 the Exchange proposes to remove or update obsolete references. The proposed amendments are as follows: • Under ‘‘Independence Qualifications,’’ references to the CHX would be added to categories (1)(b) and (c) that refer to ‘‘members,’’ as defined in section 3(a)(3)(A)(i), 3(a)(3)(A)(ii), 3(a)(3)(A)(iii) and 3(a)(3)(A)(iv) of the Exchange Act.9 References to the CHX would also be added to subsections (4) and (5) of the section. As CHX does not have terms equivalent to ‘‘allied members’’ or ‘‘approved persons,’’ the Exchange does not propose to add references to CHX to the clause following ‘‘(collectively, ‘Members’)’’ in category (1)(b) or to category 2. • The NYSE no longer has allied members.10 Accordingly, the Exchange proposes to delete the text ‘‘as defined in paragraph (c) of Rule 2 of the New York Stock Exchange LLC and’’ from category 1(b) of ‘‘Independence Qualifications.’’ • NYSE MKT LLC changed its name to NYSE American LLC.11 Under ‘‘Independence Qualifications’’ and ‘‘Member Organizations,’’ references to NYSE MKT LLC would be updated to reflect its name change. • NYSE Arca Equities, Inc. merged with NYSE Arca, Inc., and therefore no longer exists.12 Accordingly, under ‘‘Independence Qualifications,’’ the text ‘‘and Rule 1.1(c) of NYSE Arca Equities, Inc.’’ in category 1(b) and references to NYSE Arca Equities, Inc. in categories 2 and 5 would be deleted. Conforming changes would also be made to delete and replace connectors. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 13 in general, and with Section 6(b)(1) 14 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 9 See 15 U.S.C. 78c(a)(3)(a). Securities Exchange Act Release No. 58549 (September 15, 2008), 73 FR 54444 (September 19, 2008) (SR–NYSE–2008–80) (notice of filing and immediate effectiveness of proposed rule change and Amendment No. 1 thereto conforming certain NYSE rules to changes to NYSE incorporated rules recently filed by the Financial Industry Regulatory Authority, Inc.). 11 See Securities Exchange Act Release No. 80283 (March 21, 2017), 82 FR 15244 (March 27, 2017) (SR–NYSEMKT–2017–14). 12 See Securities Exchange Act Release No. 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR–NYSEArca–2017–40). 13 15 U.S.C. 78f(b). 14 15 U.S.C. 78f(b)(1). 10 See E:\FR\FM\05JNN1.SGM 05JNN1 amozie on DSK3GDR082PROD with NOTICES1 Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices 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 amending the ICE Independence Policy would remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, protect investors and the public interest by incorporating CHX in the text of the Independence Policy and by removing or updating obsolete or outdated references, thereby adding clarity and transparency to the Exchange Rules by removing any confusion that may result if the Transaction was not reflected in the Independence Policy, or if it retained obsolete or outdated references to NYSE allied members, NYSE MKT LLC or NYSE Arca Equities, Inc. The proposed changes would allow persons subject to the Exchange’s jurisdiction, regulators, and investors to more easily navigate and understand the Independence Policy, contributing to the orderly operation of the Exchange, For similar reasons, the Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,15 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 amendments to the Independence Policy would remove impediments to and perfect the mechanism of a free and open market and a national market system by removing confusion that may result if the Transaction was not reflected in the Independence Policy, or if it retained obsolete or outdated references to NYSE allied members, NYSE MKT LLC or NYSE Arca Equities, Inc., thereby ensuring that market participants can more easily navigate, understand and comply with the Exchange 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 Independence Policy. The Exchange further believes that eliminating obsolete or outdated references would not be inconsistent with the public interest and the protection of investors 15 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 because investors will not be harmed and in fact would benefit from increased transparency, thereby reducing potential confusion. Removing such obsolete references will also further the goal of transparency and add clarity to the Exchange’s rules. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with updating the Independence Policy to reflect the Transaction and to remove obsolete references. 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 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 16 and Rule 19b– 4(f)(6) thereunder.17 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 18 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 19 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay to allow the Exchange to immediately update the Independence Policy to reflect the Transaction and to remove obsolete references. The 16 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). Rule 19b–4(f)(6)(iii) requires the Exchange to provide the Commission with written notice of its intent to file the proposed rule change, along with a brief description and the 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 fulfilled this requirement. 18 17 CFR 240.19b–4(f)(6). 19 17 CFR 240.19b–4(f)(6)(iii). 17 17 PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 26127 Commission does not believe that any new or novel issues are raised by the proposal. For these reasons, the Commission believes that the waiver of the operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.20 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 shall 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: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSE–2018–19 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–NYSE–2018–19. 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 20 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). E:\FR\FM\05JNN1.SGM 05JNN1 26128 Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices 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–NYSE–2018–19 and should be submitted on or before June 26, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.21 Eduardo A. Aleman, Assistant Secretary. BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83345; File No. SR–Phlx– 2018–43] Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Descriptions of Certain Data Feeds Within Rule 1070 amozie on DSK3GDR082PROD with NOTICES1 May 30, 2018. 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 May 25, 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II 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. CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 II. Self-Regulatory Organization’s Statement of the Purpose of, and the 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 the Statutory Basis for, the Proposed Rule Change [FR Doc. 2018–11979 Filed 6–4–18; 8:45 am] 21 17 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the descriptions of certain data feeds within Rule 1070 entitled ‘‘Data Feeds and Trade Information.’’ The text of the proposed rule change is available on the Exchange’s website at https:// nasdaqphlx.cchwallstreet.com/, at the principal office of the Exchange, and at the Commission’s Public Reference Room. 1. Purpose The Exchange proposes to amend Rule 1070 entitled ‘‘Data Feeds and Trade Information’’ to: (i) Replace the phrase ‘‘option symbol directory information’’ on the PHLX Depth of Market Feed with a more specific description of the options symbol directory that was recently utilized in ISE Rule 718(a); 3 and (ii) add a similar description to the Top of PHLX Options (‘‘TOPO’’) and PHLX Orders data feed which have options symbol directories as well. The Exchange proposes to amend the description of the PHLX Depth of Market Feed by removing the words ‘‘option symbol directory information’’ from the description and adding the sentence, ‘‘The data provided for each options series includes the symbols (series and underlying security), put or call indicator, expiration date, the strike price of the series, and whether the option series is available for trading on Phlx and identifies if the series is 3 The data provided for each options series includes the symbols (series and underlying security), put or call indicator, expiration date, the strike price of the series, and whether the option series is available for trading on ISE and identifies if the series is available for closing transactions only. PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 available for closing transactions only’’ to describe the data provided for each options series. The Exchange inadvertently excluded this information when it originally filed the description for the TOPO and PHLX Order feeds and now proposes to add a description of the options symbol directory to these feeds, similar to Phlx Depth of Market. The Exchange notes that because the PHLX Orders feed contains complex order data, the Exchange is also noting that ‘‘leg information on complex strategies’’ information is included in that feed for each option series. The Exchange believes that adding this language will bring greater clarity to each of these feeds. The Exchange also proposes to replace the word ‘‘Exchange’’ with ‘‘Phlx’’ in Rule 1070(a). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Securities Exchange Act of 1934,4 in general, and furthers the objectives of Section 6(b)(5) of the Act,5 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism for a free and open market and a national market system, and, in general, to protect investors and the public interest, by providing greater transparency to the data feed information offered on Phlx. The Exchange’s proposal to add more detail concerning the options symbol directory to the PHLX Depth of Market, TOPO and PHLX Orders data feeds will bring greater transparency to the Exchange’s Rules. The Exchange believes that the proposed rule change is consistent with the protection of investors and the public interest as it provides information relating to the data available on the Exchange for the benefit of its members within its Rules and adds greater transparency to these offerings. Finally, the amendments seek to add greater clarity to the data offerings and conform the text of the offerings across its Nasdaq affiliated markets. B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,6 the Exchange does not believe that the proposed rule change will impose any burden on intermarket or intra-market competition that is not necessary or appropriate in furtherance 4 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 6 15 U.S.C. 78f(b)(8). 5 15 E:\FR\FM\05JNN1.SGM 05JNN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 83, Number 108 (Tuesday, June 5, 2018)]
[Notices]
[Pages 26125-26128]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-11979]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83342; File No. SR-NYSE-2018-19]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Intercontinental Exchange, Inc. Director Independence Policy

May 30, 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 May 22, 2018, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the self-regulatory 
organization. The Commission is

[[Page 26126]]

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 the Intercontinental Exchange, Inc. 
(``ICE'') director independence policy (``Independence Policy'') in 
connection with a transaction (``Transaction'') whereby Chicago Stock 
Exchange, Inc. (``CHX'') and its direct parent, CHX Holdings, Inc. 
(``CHX Holdings''), would become indirect subsidiaries of 
Intercontinental Exchange, Inc. (``ICE''), the ultimate parent of the 
Exchange. 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 the Independence Policy in 
connection with the Transaction. CHX Holdings,\4\ ICE and Kondor Merger 
Sub, Inc. (``Merger Sub''), entered into a Merger Agreement dated April 
4, 2018 (``Merger Agreement''). Merger Sub is a wholly-owned subsidiary 
of NYSE Group, Inc. (``NYSE Group''). Pursuant to the Merger Agreement, 
Merger Sub would merge with and into CHX Holdings, with CHX Holdings 
continuing as the surviving corporation (``Merger''). Upon the Merger, 
NYSE Group would hold all of the outstanding and issued shares of CHX 
Holdings, and CHX Holdings would continue to be the record and 
beneficial owner of all of the issued and outstanding shares of capital 
stock of CHX and the sole member of CHXBD, LLC (``CHXBD''), the 
Exchange's affiliated routing broker.
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    \4\ CHX became a wholly-owned subsidiary of CHX Holdings 
pursuant to the Exchange's demutualization as approved by the 
Commission in February 2005. See Securities Exchange Act Release No. 
51149 (February 8, 2005), 70 FR 7531 (February 14, 2005) (SR-CHX-
2004-26).
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    NYSE Group owns all of the equity interest in the Exchange and its 
national securities exchange affiliates, NYSE Arca, Inc. (``NYSE 
Arca''), NYSE American LLC (``NYSE American'') and NYSE National, Inc. 
(``NYSE National''). In turn, NYSE Group is a wholly-owned subsidiary 
of NYSE Holdings LLC, which is wholly owned by Intercontinental 
Exchange Holdings, Inc. (``ICE Holdings''). ICE Holdings is wholly 
owned by ICE.\5\
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    \5\ ICE is a publicly traded company listed on the NYSE.
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    Following the Transaction, CHX would continue to be registered as a 
national securities exchange and as a separate self-regulatory 
organization. As such, CHX would continue to have separate rules, 
membership rosters, and listings that would be distinct from the rules, 
membership rosters, and listings of the four registered national 
securities exchanges and self-regulatory organizations owned by NYSE 
Group, namely, the NYSE, NYSE American, NYSE Arca, and NYSE National 
(together, the ``NYSE Exchanges'').
    The proposed rule changes would become operative simultaneously 
with the Merger that effectuates the Transaction (``Closing'').
Amendments to the Independence Policy
    The Independence Policy was adopted at the time that the Exchange 
was acquired by ICE \6\ and amended to reflect the NYSE Group 
acquisition of NYSE National.\7\ In connection with the Transaction, 
the Independence Policy would be amended to provide similar protections 
to CHX as are currently provided to the NYSE Exchanges by the policy, 
by making technical and conforming amendments.\8\ In addition, the 
Exchange proposes to remove or update obsolete references.
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    \6\ See Securities Exchange Act Release No. 70210 (August 15, 
2013), 78 FR 51758, 511764-511765 [sic] (August 21, 2013) (SR-NYSE- 
2013-42; SR-NYSEMKT-2013-50; SR- NYSEArca-2013-62). At the time of 
the acquisition, ``ICE'' was called ``IntercontinentalExchange 
Group, Inc.'' See Securities Exchange Act Release No. 72158 (May 13, 
2014), 79 FR 28784 (May 19, 2014) (SR-NYSE-2014-23).
    \7\ See Securities Exchange Act Releases No. 79901 (January 30, 
2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90; SR-NYSEArca-
2016-167; SR-NYSEMKT-2016-122), and 79902 (January 30, 2017), 82 FR 
9258 (February 3, 2017) (SR-NSX-2016-16).
    \8\ The Exchange's affiliates NYSE American, NYSE Arca, and NYSE 
National have each submitted substantially the same proposed rule 
change to the Independence Policy as described herein. See SR-
NYSEAmer-2018-17, SR-NYSEArca-2018-27, and SR-NYSENAT-2018-06.
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    The proposed amendments are as follows:
     Under ``Independence Qualifications,'' references to the 
CHX would be added to categories (1)(b) and (c) that refer to 
``members,'' as defined in section 3(a)(3)(A)(i), 3(a)(3)(A)(ii), 
3(a)(3)(A)(iii) and 3(a)(3)(A)(iv) of the Exchange Act.\9\ References 
to the CHX would also be added to subsections (4) and (5) of the 
section. As CHX does not have terms equivalent to ``allied members'' or 
``approved persons,'' the Exchange does not propose to add references 
to CHX to the clause following ``(collectively, `Members')'' in 
category (1)(b) or to category 2.
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    \9\ See 15 U.S.C. 78c(a)(3)(a).
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     The NYSE no longer has allied members.\10\ Accordingly, 
the Exchange proposes to delete the text ``as defined in paragraph (c) 
of Rule 2 of the New York Stock Exchange LLC and'' from category 1(b) 
of ``Independence Qualifications.''
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    \10\ See Securities Exchange Act Release No. 58549 (September 
15, 2008), 73 FR 54444 (September 19, 2008) (SR-NYSE-2008-80) 
(notice of filing and immediate effectiveness of proposed rule 
change and Amendment No. 1 thereto conforming certain NYSE rules to 
changes to NYSE incorporated rules recently filed by the Financial 
Industry Regulatory Authority, Inc.).
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     NYSE MKT LLC changed its name to NYSE American LLC.\11\ 
Under ``Independence Qualifications'' and ``Member Organizations,'' 
references to NYSE MKT LLC would be updated to reflect its name change.
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    \11\ See Securities Exchange Act Release No. 80283 (March 21, 
2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-2017-14).
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     NYSE Arca Equities, Inc. merged with NYSE Arca, Inc., and 
therefore no longer exists.\12\ Accordingly, under ``Independence 
Qualifications,'' the text ``and Rule 1.1(c) of NYSE Arca Equities, 
Inc.'' in category 1(b) and references to NYSE Arca Equities, Inc. in 
categories 2 and 5 would be deleted.
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    \12\ See Securities Exchange Act Release No. 81419 (August 17, 
2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40).
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    Conforming changes would also be made to delete and replace 
connectors.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \13\ in general, and with Section 
6(b)(1) \14\ 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

[[Page 26127]]

associated with its exchange members, with the provisions of the 
Exchange Act, the rules and regulations thereunder, and the rules of 
the Exchange.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that amending the ICE Independence Policy 
would remove impediments to, and perfect the mechanism of a free and 
open market and a national market system and, in general, protect 
investors and the public interest by incorporating CHX in the text of 
the Independence Policy and by removing or updating obsolete or 
outdated references, thereby adding clarity and transparency to the 
Exchange Rules by removing any confusion that may result if the 
Transaction was not reflected in the Independence Policy, or if it 
retained obsolete or outdated references to NYSE allied members, NYSE 
MKT LLC or NYSE Arca Equities, Inc. The proposed changes would allow 
persons subject to the Exchange's jurisdiction, regulators, and 
investors to more easily navigate and understand the Independence 
Policy, contributing to the orderly operation of the Exchange,
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\15\ 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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    \15\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed amendments to the 
Independence Policy would remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
removing confusion that may result if the Transaction was not reflected 
in the Independence Policy, or if it retained obsolete or outdated 
references to NYSE allied members, NYSE MKT LLC or NYSE Arca Equities, 
Inc., thereby ensuring that market participants can more easily 
navigate, understand and comply with the Exchange 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 Independence Policy. The Exchange 
further believes that eliminating obsolete or outdated references would 
not be inconsistent with the public interest and the protection of 
investors because investors will not be harmed and in fact would 
benefit from increased transparency, thereby reducing potential 
confusion. Removing such obsolete references will also further the goal 
of transparency and add clarity to the Exchange's rules.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather is 
concerned solely with updating the Independence Policy to reflect the 
Transaction and to remove obsolete references.

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 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 \16\ and Rule 19b-4(f)(6) thereunder.\17\
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6). Rule 19b-4(f)(6)(iii) requires the 
Exchange to provide the Commission with written notice of its intent 
to file the proposed rule change, along with a brief description and 
the 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 
fulfilled this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \18\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \19\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay to allow 
the Exchange to immediately update the Independence Policy to reflect 
the Transaction and to remove obsolete references. The Commission does 
not believe that any new or novel issues are raised by the proposal. 
For these reasons, the Commission believes that the waiver of the 
operative delay is consistent with the protection of investors and the 
public interest. Therefore, the Commission hereby waives the 30-day 
operative delay and designates the proposal operative upon filing.\20\
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    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is 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 shall 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:

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-NYSE-2018-19 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-NYSE-2018-19. 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

[[Page 26128]]

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-NYSE-2018-19 and should be 
submitted on or before June 26, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-11979 Filed 6-4-18; 8:45 am]
 BILLING CODE 8011-01-P

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