[Federal Register Volume 81, Number 105 (Wednesday, June 1, 2016)]
[Notices]
[Pages 35072-35074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12779]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77917; File No. 4-668]


Joint Industry Plan; Notice of Filing and Immediate Effectiveness 
of Amendment No. 3 to the National Market System Plan Governing the 
Process of Selecting a Plan Processor and Developing a Plan for the 
Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., 
BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago 
Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., 
EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., International Securities Exchange, LLC, ISE Gemini, 
LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., 
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock 
Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE 
Arca, Inc.

May 25, 2016.

I. Introduction

    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given that, 
on March 29, 2016, BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX 
Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board 
Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA 
Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., International Securities Exchange, LLC, ISE Gemini, 
LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., 
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock 
Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE 
Arca, Inc. (collectively, ``SROs'' or ``Participants''), filed with the 
Securities and Exchange Commission (the ``Commission'') a proposal to 
amend the Plan Governing the Process of Selecting a Plan Processor and 
Developing a Plan for the Consolidated Audit Trail (the ``Selection 
Plan'').\3\
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    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ In this filing, the SROs withdrew the amendment to the 
Selection Plan filed with the Commission on March 11, 2016. See 
Letter from the Participants to Brent J. Fields, Secretary, 
Commission, dated March 11, 2016.
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    The SROs propose to amend the Selection Plan to add ISE Mercury, 
LLC (``ISE Mercury'') as a Participant to the Selection Plan, and 
replace references to ``Topaz Exchange, LLC'' with references to ``ISE 
Gemini, LLC.'' A copy of the proposed amendment to the Selection Plan 
(``Amendment No. 3'') is attached as Exhibit A hereto. The Commission 
is publishing this notice to solicit comments from interested persons 
on proposed Amendment No. 3 to the Selection Plan.

II. Description of the Plan

    Set forth in this Section II is the statement of the purpose of 
Amendment No. 3 to the Selection Plan, along with the information 
required by Rule 608(a)(4) and (5) under the Exchange Act,\4\ as 
prepared and submitted by the SROs to the Commission.\5\
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    \4\ See 17 CFR 242.608(a)(4) and (a)(5).
    \5\ See Letter from the Participants to Brent J. Fields, 
Secretary, Commission, dated March 29, 2016.
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* * * * *
Background
    The Selection Plan was initially filed with the Commission on 
September 4, 2013,\6\ approved on February 21, 2014,\7\ and 
subsequently amended on June 17, 2015 and September 24, 2015.\8\ The 
Selection Plan governs the process for how the Participants will 
evaluate and select a Plan Processor and develop the National Market 
System Plan Governing the Consolidated Audit Trail Pursuant to Rule 613 
of Regulation NMS under the Exchange Act (``CAT NMS Plan'').
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    \6\ See Securities Exchange Act Release No. 70892 (November 15, 
2013), 78 FR 69910 (November 21, 2013) (Notice of the Selection 
Plan).
    \7\ See Securities Exchange Act Release No. 71596 (February 21, 
2014), 79 FR 11152 (February 27, 2014) (Order Approving Selection 
Plan).
    \8\ See Securities Exchange Act Release No. 75192 (June 17, 
2015), 80 FR 36028 (June 23, 2015); Securities Exchange Act Release 
No. 75980 (September 24, 2015), 80 FR 58796 (September 30, 2015).
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Requirements Pursuant to Rule 608(a)

A. Description of the Amendments to the Selection Plan

    On January 29, 2016, the Commission approved ISE Mercury's 
registration as a national securities exchange pursuant to Section 6 of 
the Exchange Act.\9\ Pursuant to Section II(B) of the Selection Plan, 
the Participants propose amending the Selection Plan to add ISE Mercury 
as a Participant thereto. Section II(B) of the Selection Plan states:

    Any entity approved by the SEC as a national securities exchange 
or national securities association under the Exchange Act after the 
effectiveness of the Plan shall become a Participant by satisfying 
each of the following requirements: (1) Effecting an amendment to 
the Plan by executing a copy of the Plan as then in effect (with the 
only change being the addition of the new Participant's name in 
Section II of the Plan) and submitting such amendment to the SEC for 
approval; and (2) providing each then-current Participant with a 
copy of such executed Plan. The amendment shall be effective when it 
is approved by the SEC in accordance with SEC Rule 608 or otherwise 
becomes effective pursuant to SEC Rule 608.\10\

    \9\ See Securities Exchange Act Release No. 76998 (January 29, 
2016), 81 FR 6066 (February 4, 2016).
    \10\ See Selection Plan, Section II(B), available at 
www.catnmsplan.com.

Accordingly, ISE Mercury has executed a copy of the Selection Plan as 
currently in effect, with the addition of ISE Mercury's name to Section 
II of the Selection Plan, and provided each existing Participant a copy 
of the executed Selection Plan. With this submission, the Participants 
submit the executed Selection Plan to the Commission for approval on 
behalf of ISE Mercury. A copy of the executed version of the Selection 
Plan is attached hereto.\11\
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    \11\ See Exhibit B.
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    The Participants also propose to amend the Selection Plan to 
replace references to ``Topaz Exchange, LLC'' with references to ``ISE 
Gemini, LLC.'' On February 20, 2014, the Commission approved a proposed 
rule change that authorized Topaz Exchange, LLC to amend its 
Constitution, Certificate of Formation, Limited Liability Company 
Agreement, Rules and Schedule of Fees to change its name to ``ISE 
Gemini, LLC.'' \12\
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    \12\ See Securities Exchange Act Release No. 71586 (February 20, 
2014), 79 FR 10861 (February 26, 2014).
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    The proposed amendments to the text of the Selection Plan are set 
forth in Exhibit A to this letter.\13\
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    \13\ See Exhibit A.
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B. Governing or Constituent Documents

    Not applicable.

C. Implementation of Amendment

    The terms of the proposed amendment will become effective upon 
filing pursuant to Rule 608(b)(3)(iii) of the Exchange Act because it 
involves solely technical or ministerial matters. At any time within 
sixty days of the filing of this amendment, the Commission may 
summarily abrogate the amendment and require that it be refiled 
pursuant to paragraph (b)(1) of Rule 608,\14\ if it appears to the 
Commission that such action is necessary or appropriate in the public 
interest, for the protection of investors

[[Page 35073]]

or the maintenance of fair and orderly markets, to remove impediments 
to, and perfect the mechanisms of, a national market system or 
otherwise in furtherance of the purposes of the Exchange Act.
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    \14\ The Commission notes that if it abrogated an amendment, the 
Commission could require the amendment to be refiled in accordance 
with subparagraph (a)(1) of Rule 608. See 17 CFR 242.608(b)(3)(iii).
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D. Development and Implementation Phases

    Not applicable.

E. Analysis of Impact on Competition

    Not applicable.

F. Written Understanding or Agreements Relating to Interpretation of, 
or Participation in, Plan

    Not applicable.

G. Statement That the Amendments Have Been Approved by the Plan 
Sponsors

    The Selection Plan provides that, except with respect to the 
addition of new Participants, amendments to the Selection Plan shall be 
effected by means of a written amendment that: (1) Sets forth the 
change, addition, or deletion; (2) is executed by over two-thirds of 
the Participants; and (3) is approved by the SEC pursuant to Rule 608, 
or otherwise becomes effective under Rule 608.\15\ The proposed 
amendment has been executed by all of the Participants and has 
consequently been approved by the SROs.
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    \15\ See Notice of Selection Plan, supra note 5.
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    With respect to new Participants, an amendment to the Selection 
Plan may be effected by the new national securities exchange or 
national securities association in accordance with Section II of the 
Selection Plan. As discussed above, ISE Mercury has executed the 
existing version of the Selection Plan, with ISE Mercury's name added 
to Section II, provided each existing Participant a copy of the 
executed Selection Plan, and is providing the Commission with a copy of 
the executed version with this submission.

H. Terms and Conditions of Access

    Not applicable.

I. Method of Determination and Imposition, and Amount of, Fees and 
Charges

    Not applicable.

J. Method and Frequency of Processor Evaluation

    Not applicable.

K. Dispute Resolution

    Not applicable.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the Amendment No. 
3 to the Selection Plan 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 4-668 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 4-668. 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 Amendment to the Plan that are filed 
with the Commission, and all written communications relating to the 
Amendment to the Plan between the Commission and any person, other than 
those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between 10:00 a.m. and 
3:00 p.m. Copies of the submission will also be available for 
inspection and copying at the Participants' principal offices. 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 4-668 and should be submitted 
on or before June 22, 2016.

    By the Commission.
Brent J. Fields,
Secretary.

EXHIBIT A

    Additions italicized; deletions bracketed

Plan Processor Evaluation and Selection Plan

II. Participants

(A) List of Participants

    The Participants are as follows:

(1) BATS Exchange, Inc.
(2) BATS Y-Exchange, Inc.
(3) BOX Options Exchange LLC
(4) C2 Options Exchange, Incorporated
(5) Chicago Board Options Exchange, Incorporated
(6) Chicago Stock Exchange, Inc.
(7) EDGA Exchange, Inc.
(8) EDGX Exchange, Inc.
(9) Financial Industry Regulatory Authority, Inc.
(10) International Securities Exchange, LLC
(11) ISE Gemini, LLC
(12) ISE Mercury, LLC
([11]13) Miami International Securities Exchange LLC
([12]14) NASDAQ OMX BX, Inc.
([13]15) NASDAQ OMX PHLX LLC
([14]16) The Nasdaq Stock Market LLC
([15]17) National Stock Exchange, Inc.
([16]18) New York Stock Exchange LLC
([17]19) NYSE MKT LLC
([18]20) NYSE Arca, Inc.
[(19) Topaz Exchange, LLC]
* * * * *
BATS EXCHANGE, INC.

BY:--------------------------------------------------------------------

BATS Y-EXCHANGE, INC.

BY:--------------------------------------------------------------------

BOX OPTIONS EXCHANGE LLC

BY:--------------------------------------------------------------------

C2 OPTIONS EXCHANGE, INCORPORATED

BY:--------------------------------------------------------------------

CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

BY:--------------------------------------------------------------------

CHICAGO STOCK EXCHANGE, INC.

BY:--------------------------------------------------------------------

EDGA EXCHANGE, INC.

BY:--------------------------------------------------------------------

EDGX EXCHANGE, INC.

BY:--------------------------------------------------------------------

FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.

BY:--------------------------------------------------------------------

INTERNATIONAL SECURITIES EXCHANGE, LLC

BY:--------------------------------------------------------------------

ISE GEMINI, LLC

BY:--------------------------------------------------------------------

ISE MERCURY, LLC

BY:--------------------------------------------------------------------

MIAMI INTERNATIONAL SECURITIES EXCHANGE LLC

BY:--------------------------------------------------------------------

NASDAQ OMX BX, INC.

BY:--------------------------------------------------------------------

NASDAQ OMX PHLX LLC

BY:--------------------------------------------------------------------

THE NASDAQ STOCK MARKET LLC

BY:--------------------------------------------------------------------

NATIONAL STOCK EXCHANGE, INC.


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BY:--------------------------------------------------------------------

NEW YORK STOCK EXCHANGE LLC

BY:--------------------------------------------------------------------

NYSE ARCA, INC.

BY:--------------------------------------------------------------------

NYSE MKT LLC

BY:--------------------------------------------------------------------

[TOPAZ EXCHANGE, LLC

BY: _________________]-------------------------------------------------

[FR Doc. 2016-12779 Filed 5-31-16; 8:45 am]
 BILLING CODE 8011-01-P