[Federal Register Volume 79, Number 96 (Monday, May 19, 2014)]
[Notices]
[Pages 28792-28794]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-11437]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72157; File No. SR-NYSEARCA-2014-52]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to Name 
Changes of Its Ultimate Parent, IntercontinentalExchange Group, Inc., 
and Its Indirect Parents, IntercontinentalExchange, Inc. and NYSE 
Euronext Holdings LLC

May 13, 2014.
    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 5, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NYSE Arca., a New York corporation, registered national securities 
exchange and self-regulatory organization, is submitting this rule 
filing (the ``Proposed Rule Change'') to the U.S. Securities and 
Exchange Commission (the ``Commission'') in connection with the change 
in name of NYSE Arca's ultimate parent entity, IntercontinentalExchange 
Group, Inc., a Delaware corporation (``ICE Group''), ICE Group's direct 
subsidiary (and NYSE Arca's indirect parent), IntercontinentalExchange, 
Inc., a Delaware corporation (``ICE Inc.''), and ICE Inc.'s direct 
subsidiary (and NYSE Arca's indirect parent), NYSE Euronext Holdings 
LLC, a Delaware limited liability company (``NYX Holdings''). ICE Group 
intends to change its name to Intercontinental Exchange, Inc. ICE Inc. 
will change its name to Intercontinental Exchange Holdings, Inc. and 
NYX Holdings will change its name to NYSE Holdings LLC.
    NYX Holdings owns 100% of the equity interest of NYSE Group, Inc., 
a Delaware corporation (``NYSE Group''), which in turn directly or 
indirectly owns (1) 100% of the equity interest of three registered 
national securities exchanges and self-regulatory organizations 
(together, the ``NYSE Exchanges'')--the New York Stock Exchange LLC 
(the ``Exchange''), NYSE Arca and NYSE MKT LLC--and (2) 100% of the 
equity interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE 
Arca L.L.C., NYSE Arca Equities, Inc. (``NYSE Arca Equities'') and NYSE 
Amex Options LLC. Each of the Exchange and NYSE MKT will be separately 
filing a proposed rule change in connection with the matters addressed 
herein that will be substantially the same as the Proposed Rule Change.
    The Exchange, NYSE Arca proposes to amend the Rules of NYSE Arca 
Equities, as well as organizational documents of ICE Group, ICE Inc., 
NYX Holdings, NYSE Group, the NYSE Exchanges, rules of the Exchange and 
NYSE MKT, board independence policies of ICE Group and subsidiaries, 
and the Amended and Restated Trust Agreement by and among NYX Euronext, 
NYSE Group, and certain trustees, to reflect the name changes described 
above. The text of Exhibits 5A through 5O to the proposed rule change 
is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room [sic].

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    NYSE Arca is proposing, in connection with the corporate name 
change of its corporate parents, to amend the organizational documents 
of ICE Group, ICE Inc., NYX Holdings, the NYSE Exchanges, the rules of 
the Exchange, NYSE MKT and NYSE ARCA Equities, the board independence 
policies of ICE Group and subsidiaries, and the Amended and Restated 
Trust Agreement by and among NYSE Euronext, NYSE Group, and certain 
trustees. Specifically,
     The Certificate of Amendment of ICE Group's Certificate of 
Incorporation would remove the reference to ``IntercontinentalExchange 
Group, Inc.'', and replace it with ``Intercontinental Exchange, Inc.'' 
(see Exhibit 5A)
     The Second Amended and Restated Bylaws of 
IntercontinentalExchange Group, Inc. would be amended to replace 
references to ``IntercontinentalExchange Group, Inc.'' with 
``Intercontinental Exchange, Inc.''; ``IntercontinentalExchange, Inc.'' 
will be replaced with ``Intercontinental Exchange Holdings, Inc.''; 
``ICE Inc.'' will be replaced with ``ICE Holdings''; reference to 
``NYSE Euronext Holdings LLC'' will be replaced with ``NYSE Holdings 
LLC'', and reference to ``NYX Holdings'' will be replaced with ``NYSE 
Holdings''. (see Exhibit 5B)
     The Independence Policy of the Board of Directors of 
IntercontinentalExchange Group, Inc. will be amended to remove 
reference to ``IntercontinentalExchange Group, Inc.'' and replace it 
with reference to ``Intercontinental Exchange, Inc.'' (see Exhibit 5C)
     The Fifth Amended and Restated Certificate of 
Incorporation and Second Amended and Restated Bylaws of 
IntercontinentalExchange, Inc. both would be amended to replace 
``IntercontinentalExchange, Inc.'' with ``Intercontinental Exchange 
Holdings, Inc.'' References in these documents to 
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' would be 
replaced with ``Intercontinental Exchange, Inc.'' and ``ICE'', 
respectively. All references to ``NYSE Euronext Holdings LLC'' would be 
replaced with ``NYSE Holdings LLC''. (see Exhibits 5D and 5E)
     The Certificate of Formation of NYSE Euronext Holdings 
LLC, as amended, would be further amended to change the name of the 
company to NYSE Holdings LLC. (see Exhibit F [sic])
     The Fourth Amended and Restated Limited Liability Company 
Agreement of NYSE Euronext Holdings LLC would be amended and restated 
to delete reference to ``NYSE Euronext Holdings LLC'' and replace it 
with ``NYSE Holdings LLC''. All references in the Agreement to 
``IntercontinentalExchange Group, Inc.'', ``IntercontinentalExchange, 
Inc.'', and ``ICE Group'' would be replaced with ``Intercontinental 
Exchange, Inc.'', ``Intercontinental Exchange Holdings, Inc.'' and 
``ICE'', respectively. (see Exhibit 5G)

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     The Fifth Amended and Restated Operating Agreement of the 
Exchange, the Fourth Amended and Restated Operating Agreement of NYSE 
MKT LLC, the Third Amended and Restated Bylaws of NYSE Market (DE), 
Inc. and the Fifth Amended and Restated Bylaws of NYSE Regulation, Inc. 
would be amended to replace reference to ``IntercontinentalExchange 
Group, Inc.'' and ``ICE Group'' with ``Intercontinental Exchange, 
Inc.'' and ``ICE'' respectively. (see Exhibits 5H, 5I, 5J and 5K)
     The Rules of the Exchange and NYSE MKT would be amended to 
replace reference to ``IntercontinentalExchange Group, Inc.'', ``ICE 
Group'', ``NYSE Euronext Holdings LLC'' and ``NYX Holdings'' with 
``Intercontinental Exchange Group, Inc.'' [sic], ``ICE'', ``NYSE 
Holdings LLC'' and ``NYSE Holdings''. In addition, the rules would be 
amended to include reference to Intercontinental Exchange Holdings, 
Inc.\4\ (see Exhibits 5L and 5M)
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    \4\ See NYSE MKT Rules 22 and 422, and NYSE Rules 22 and 422.
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     The Rules of NYSE ARCA Equities would be amended to delete 
reference to ``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' 
and replace them with ``Intercontinental Exchange, Inc.'' and ``ICE'', 
respectively. (see Exhibit 5N)
     The Independence Policy of the Board of Directors for each 
of New York Stock Exchange LLC, NYSE MKT LLC, NYSE Market (DE), Inc. 
and NYSE Regulation, Inc. would be amended to delete reference to 
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' and replace 
them with ``Intercontinental Exchange, Inc.'' and ``ICE'', 
respectively. (see Exhibit 5O)
     The Amended and Restated Trust Agreement by and among NYSE 
Euronext, NYSE Group, Inc., and certain trustees, would be amended to 
reflect that NYSE Euronext Holdings LLC will be renamed ``NYSE Holdings 
LLC''. The Trust Agreement also would be amended to delete the 
definition of ``ICE Group'' and replace it with a definition of 
``ICE''. (see Exhibit 5P)
     Resolutions of the board of directors of ICE Group 
authorizing the name changes are included as Exhibit 5Q.
    None of the foregoing changes is substantive.
2. Statutory Basis
    The Exchange believes that the Proposed Rule Change is consistent 
with Section 6(b) of the Securities Exchange Act of 1934 (the 
``Act''),\5\ in general, and Section 6(b)(5) of the Act,\6\ in 
particular, 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 name change at ICE Group will restore to the 
public company the name it used from inception until late 2013; the 
name change at ICE Inc. reduces the risk of confusing ICE Inc. with ICE 
Group; and the name change at NYX Holdings eliminates ``Euronext'' in 
anticipation of the announced plan to sell Euronext.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the Proposed Rule Change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Proposed Rule Change 
relates to internal name changes only.

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, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6) 
thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided 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.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Commission believes that waiving the 30-day operative delay 
is consistent with the protection of investors and the public interest 
as it will enable the Exchange to implement a name change as soon as 
practicable after it is approved by the stockholders of ICE Group in 
connection with the acquisition of NYSE Euronext. For this reason, the 
Commission designates the proposed rule change to be operative upon 
filing.\9\
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    \9\ 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 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEARCA-2014-52 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEARCA-2014-52. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://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

[[Page 28794]]

public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE., Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
the filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEARCA-2014-52 and should be submitted on or before 
June 9, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-11437 Filed 5-16-14; 8:45 am]
BILLING CODE 8011-01-P