[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52503-52504]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-18699]
[[Page 52503]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-78456; File No. SR-BatsBYX-2016-19]
Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect
the Dissolution of One of the Exchange's Intermediate Holding
Companies, Direct Edge Holdings LLC
August 2, 2016.
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 July 25, 2016, Bats BYX Exchange, Inc. (the ``Exchange'' or
``BYX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Exchange has designated this proposal as a ``non-controversial''
proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(6)(iii) thereunder,\4\ which renders it effective upon
filing with the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\19\ 17 CFR 200.30-3(a)(12).
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange filed a proposal to reflect the dissolution of one of
the Exchange's intermediate holding companies, Direct Edge Holdings LLC
(``DEH''), on December 31, 2015, by amending the bylaws of the
Exchange's ultimate parent company, Bats Global Markets, Inc. (the
``Corporation''), to remove reference to DEH, as well as Bats Global
Markets Holdings, an intermediate holding company wholly owned by the
Corporation (``BGMH'').
The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 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 parts of such
statements.
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On December 17, 2015, DEH filed a certificate of cancellation with
the State of Delaware, effective December 31, 2015. As a result, DEH
was dissolved, its affairs wound up, and its certificate of formation
and operating agreement were cancelled, each effective December 31,
2015. In connection with DEH's dissolution, the Corporation proposes to
amend its bylaws on-file with the Commission to remove reference to DEH
because the entity no longer exists. The Exchange also proposes to
remove reference to BGMH because inclusion of the reference to BGMH is
unnecessary. Specifically, the applicable provision relates to any
entity in which the Corporation holds an interest and the text the
Exchange proposes to eliminate is a parenthetical that was intended to
provide examples, not an exhaustive list, of such entities.
The purpose of this rule filing is to amend the bylaws of the
Corporation, the ultimate parent company of the Exchange, as described
above.\5\ Thus, the changes described herein only relate to references
contained in the bylaws of the Corporation, and do not impact the
governance of the Exchange. The Exchange will continue to be governed
by its existing certificate of incorporation and bylaws.
---------------------------------------------------------------------------
\5\ The Exchange notes that such change has already been filed
by the Corporation in connection with its bylaws on-file with the
Secretary of State of Delaware.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and rules and regulations thereunder that are
applicable to a national securities exchange, and, in particular, with
the requirements of Section 6(b) of the Act.\6\ In particular, the
proposal is consistent with Section 6(b)(1) of the Act, because it
retains, without modification, the existing limitations on ownership
and total voting power that currently exist and that are designed to
prevent any stockholder from exercising undue control over the
operation of the Exchange and to assure that the Exchange is able to
carry out its regulatory obligations under the Act. Under the proposal,
the Corporation is making certain administrative changes to the bylaws
of the Corporation. These changes, however, do not impact the
governance of the Exchange nor do they modify the ownership of the
Corporation.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------
(B) Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change imposes
any burden on competition. As described above, the proposed rule change
is simply to reflect the dissolution of DEH and to remove an
unnecessary reference in the Corporation's bylaws to BGMH. These
changes do not impact the governance of the Exchange nor do they modify
the ownership of the Corporation.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any written comments from members or other interested parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (A)
significantly affect the protection of investors or the public
interest; (B) impose any significant burden on competition; and (C) by
its terms, 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 \7\ and
paragraph (f)(6) of Rule 19b-4 thereunder,\8\ the Exchange has
designated this rule filing as non-controversial. The Exchange has
given the Commission written notice of its intent to file the proposed
rule change, along with a brief description and text of the proposed
rule change at least five business days prior to the date of filing of
the proposed rule change, or such shorter time as designated by the
Commission.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the
[[Page 52504]]
Commission summarily may temporarily suspend such rule change if it
appears to the Commission that such action is: (1) Necessary or
appropriate in the public interest; (2) for the protection of
investors; or (3) 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-BatsBYX-2016-19 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-BatsBYX-2016-19. 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 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 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 such filing will also 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-BatsBYX-2016-19 and should
be submitted on or before August 29, 2016.
---------------------------------------------------------------------------
\9\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18699 Filed 8-5-16; 8:45 am]
BILLING CODE 8011-01-P