Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Intercontinental Exchange, Inc. Director Independence Policy, 26131-26134 [2018-11984]
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Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
the 30-day operative delay is consistent
with the protection of investors and the
public interest and, therefore, the
Commission designates the proposed
rule change to be operative upon
filing.11
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:
amozie on DSK3GDR082PROD with NOTICES1
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–
BX–2018–021 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–BX–2018–021. 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
11 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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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–BX–2018–021 and should
be submitted on or before June 26, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–11983 Filed 6–4–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
2:00 p.m. on Thursday,
June 7, 2018.
PLACE: Closed Commission Hearing
Room 10800.
STATUS: This meeting will be closed to
the public.
MATTERS TO BE CONSIDERED:
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the closed meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)
and (10) and 17 CFR 200.402(a)(3),
(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and
(a)(10), permit consideration of the
scheduled matters at the closed meeting.
Commissioner Stein, as duty officer,
voted to consider the items listed for the
closed meeting in closed session.
The subject matters of the closed
meeting will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings; and
Other matters relating to enforcement
proceedings.
TIME AND DATE:
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
CONTACT PERSON FOR MORE INFORMATION:
For further information and to ascertain
what, if any, matters have been added,
deleted or postponed; please contact
Brent J. Fields from the Office of the
Secretary at (202) 551–5400.
Dated: May 31, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018–12116 Filed 6–1–18; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83347; File No. SR–
NYSEAMER–2018–17]
Self-Regulatory Organizations; NYSE
American 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, NYSE American LLC (the
‘‘Exchange’’ or ‘‘NYSE American’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to 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.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
12 17
PO 00000
CFR 200.30–3(a)(12).
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Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
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
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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
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, the New
York Stock Exchange LLC (‘‘NYSE’’),
NYSE Arca, Inc. (‘‘NYSE Arca’’) 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
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).
5 ICE is a publicly traded company listed on the
NYSE.
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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.
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.
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. 72156 (May
13, 2014), 79 FR 28782 (May 19, 2014) (SR–
NYSEMKT–2014–41).
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, NYSE Arca, and
NYSE National have each submitted substantially
the same proposed rule change to the Independence
Policy as described herein. See SR–NYSE–2018–19,
SR–NYSEArca–2018–27, and SR–NYSENAT–2018–
06.
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.’’
• 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
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
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.).
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).
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Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
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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
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
15 15
U.S.C. 78f(b)(5).
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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
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
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).
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).
17 17
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26133
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–
NYSEAMER–2018–17 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–NYSEAMER–2018–17. 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
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Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
to make available publicly. All
submissions should refer to File
Number SR–NYSEAMER–2018–17 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.
[FR Doc. 2018–11984 Filed 6–4–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
[Release No. 34–83343; File No. SR–
NYSEARCA–2018–27]
Self-Regulatory Organizations; NYSE
Arca, Inc.; 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, 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.
amozie on DSK3GDR082PROD with NOTICES1
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 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.
21 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
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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. 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
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, the New
York Stock Exchange LLC (‘‘NYSE’’),
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
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).
5 ICE is a publicly traded company listed on the
NYSE.
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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.
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.
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. 72157 (May
13, 2014), 79 FR 28792 (May 19, 2014) (SR–
NYSEArca–2014–52).
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, NYSE
American, and NYSE National have each submitted
substantially the same proposed rule change to the
Independence Policy as described herein. See SR–
NYSE–2018–19, SR–NYSEAmer–2018–17 and SR–
NYSENAT–2018–06.
9 See 15 U.S.C. 78c(a)(3)(a).
E:\FR\FM\05JNN1.SGM
05JNN1
]]>Agencies
[Federal Register Volume 83, Number 108 (Tuesday, June 5, 2018)]
[Notices]
[Pages 26131-26134]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-11984]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83347; File No. SR-NYSEAMER-2018-17]
Self-Regulatory Organizations; NYSE American 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, NYSE American LLC (the ``Exchange'' or
``NYSE American'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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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.
[[Page 26132]]
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, the New York Stock Exchange
LLC (``NYSE''), NYSE Arca, Inc. (``NYSE Arca'') 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. 72156 (May 13,
2014), 79 FR 28782 (May 19, 2014) (SR-NYSEMKT-2014-41).
\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, NYSE Arca, and NYSE National
have each submitted substantially the same proposed rule change to
the Independence Policy as described herein. See SR-NYSE-2018-19,
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 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
[[Page 26133]]
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.
---------------------------------------------------------------------------
\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-NYSEAMER-2018-17 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-NYSEAMER-2018-17. 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
[[Page 26134]]
to make available publicly. All submissions should refer to File Number
SR-NYSEAMER-2018-17 and should be submitted on or before June 26, 2018.
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\21\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-11984 Filed 6-4-18; 8:45 am]
BILLING CODE 8011-01-P
