[Federal Register Volume 82, Number 38 (Tuesday, February 28, 2017)]
[Notices]
[Pages 12156-12158]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-03804]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80085; File No. SR-NYSEMKT-2017-06]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending the Eighth 
Amended and Restated Certificate of Incorporation of Intercontinental 
Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate 
of Incorporation of NYSE Group, Inc.

February 22, 2017.
    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 February 8, 2017, NYSE MKT LLC (``NYSE MKT'' 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

[[Page 12157]]

by the self-regulatory organization. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend (a) the Eighth Amended and Restated 
Certificate of Incorporation of Intercontinental Exchange Holdings, 
Inc. (the ``ICE Holdings Certificate'') to add a reference to the name 
under which it filed its original certificate of incorporation, and (b) 
the Fifth Amended and Restated Certificate of Incorporation of NYSE 
Group, Inc. (the ``Fifth Amended NYSE Group Certificate'') to update 
obsolete references. 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.

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
    The Exchange proposes to make non-substantive changes to (a) the 
ICE Holdings Certificate to add a reference to the name under which it 
filed its original certificate of incorporation, and (b) the Fifth 
Amended NYSE Group Certificate to update obsolete references.
ICE Holdings Certificate
    The Exchange's parent, NYSE Group, is a wholly-owned subsidiary of 
NYSE Holdings LLC, which is in turn 100% owned by Intercontinental 
Exchange Holdings, Inc. (``ICE Holdings''). Intercontinental Exchange, 
Inc. (``ICE''), a public company listed on the New York Stock Exchange, 
owns 100% of ICE Holdings.
    The original certificate of incorporation of ICE Holdings was filed 
in 2000, under the name ``IntercontinentalExchange, Inc.'' In 2014, ICE 
Holdings changed its name from ``IntercontinentalExchange, Inc.'' to 
``Intercontinental Exchange Holdings, Inc.'' At the same time, ICE 
Holding's parent, ICE, changed its name from ``IntercontinentalExchange 
Group, Inc.'' to ``Intercontinental Exchange, Inc.'' \4\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Release No. 72156 (May 13, 2014), 79 
FR 28782 (May 19, 2014) (SR-NYSEMKT-2014-41).
---------------------------------------------------------------------------

    In response to a comment received from the State of Delaware 
Department of State, the Exchange proposes to amend paragraph (1) of 
the ICE Holdings Certificate to add a reference to the fact that the 
original certificate of incorporation was filed under the name 
``IntercontinentalExchange, Inc.'' The revised paragraph would read as 
follows (proposed new text italic):
    (1) The present name of the Corporation is Intercontinental 
Exchange Holdings, Inc. The original Certificate of Incorporation of 
the Corporation was filed on June 16, 2000 (the ``Original Certificate 
of Incorporation), and the name under which the Corporation filed the 
Original Certificate of Incorporation was IntercontinentalExchange, 
Inc.
Fifth Amended NYSE Group Certificate
    The Securities and Exchange Commission approved the Fifth Amended 
NYSE Group Certificate on January 30, 2017.\5\
---------------------------------------------------------------------------

    \5\ See Securities Exchange Release No. 79901 (January 30, 
2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90, SR-NYSEMKT-
2016-122, and SR-NYSEArca-2016-167).
---------------------------------------------------------------------------

    The Exchange proposes to amend the Fifth Amended NYSE Group 
Certificate to update obsolete references to the Fourth Amended and 
Restated Certificate of Incorporation of NYSE Group (``Fourth Amended 
NYSE Group Certificate''). More specifically, the Exchange proposes to:
     Amend Article XIV, ``Effective Time,'' to replace 
``Fourth'' with ``Fifth'' and to replace December 29, 2014, the date of 
effectiveness of the Fourth Amended NYSE Group Certificate, with a 
placeholder which will be completed with the date that the Fifth 
Amended NYSE Group Certificate becomes effective; and
     on the signature page of the NYSE Group Certificate, 
replace ``Fourth'' with ``Fifth'' and replace December 29, 2014, with a 
placeholder which will be completed with the date that the Fifth 
Amended NYSE Group Certificate becomes effective.
    No other changes to the ICE Holdings Certificate or Fifth Amended 
NYSE Group Certificate are proposed.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \6\ in general, and with Section 
6(b)(1) \7\ 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.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The proposed amendment to the ICE Holdings Certificate to add a 
reference to the name under which it filed its original certificate of 
incorporation is a non-substantive, ministerial change requested by the 
State of Delaware Department of State that does not impact either the 
governance or ownership of the Exchange. The Exchange believes that the 
proposed change is consistent with Section 6(b)(1) because it would 
contribute to the orderly operation of the Exchange by adding clarity 
and transparency to the Exchange's rules and would enable the Exchange 
to continue to be so organized as to have the capacity to carry out the 
purposes of the Exchange Act and comply and enforce compliance with the 
provisions of the Exchange Act by its members and persons associated 
with its members.
    For similar reasons, the Exchange also believes that the proposed 
change furthers the objectives of Section 6(b)(5) of the Exchange Act 
\8\ because the proposed rule change would be consistent with and 
facilitate a governance and regulatory structure that 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 regulating, clearing, settling, 
processing information with respect to, and 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As discussed above, the proposed change to amend the Fifth Amended 
NYSE Group Certificate, which would replace obsolete references to the 
Fourth Amended NYSE Group Certificate with references to the Fifth 
Amended NYSE Group Certificate and update the date of effectiveness, 
removes impediments to

[[Page 12158]]

and perfects the mechanism of a free and open market by removing 
confusion that may result from having these references in the Fifth 
Amended NYSE Group Certificate. The Exchange further believes that the 
proposal removes impediments to and would perfect the mechanism of a 
free and open market by ensuring that persons subject to the Exchange's 
jurisdiction, regulators, and the investing public can more easily 
navigate and understand the Fifth Amended NYSE Group Certificate. The 
Exchange further believes that eliminating obsolete references would be 
consistent 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 to 
make non-substantive changes concerned solely with the clarity and 
transparency of its parent entities' governing documents.

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 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 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)(iii) of the Act \9\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) of the Act \11\ 
normally does not become operative before 30 days from the date of the 
filing. However, Rule 19b-4(f)(6)(iii) \12\ 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 so that the proposal 
may become operative upon filing. The Exchange believes that waiver of 
the 30-day operative delay is consistent with the protection of 
investors and the public interest because the proposed changes are non-
substantive and would provide clarity and transparency to its parent 
entities' governing documents. The Exchange represents that the 
proposed rule change would have no impact on either the governance or 
ownership of the Exchange. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and 
the public interest because the proposed changes are non-substantive 
and will provide clarity to the Exchange's rules. Therefore, the 
Commission hereby waives the operative delay and designates the 
proposed rule change operative upon filing.\13\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) 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-NYSEMKT-2017-06 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-NYSEMKT-2017-06. 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 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-NYSEMKT-2017-06, and should 
be submitted on or before March 21, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03804 Filed 2-27-17; 8:45 am]
 BILLING CODE 8011-01-P