[Federal Register Volume 83, Number 29 (Monday, February 12, 2018)]
[Notices]
[Pages 6055-6057]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-02721]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82637; File No. SR-NYSEAMER-2018-03]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Amend Certain 
of the Governing Documents of Its Intermediate Parent Companies

February 6, 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 January 29, 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, 
II, and III 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.
---------------------------------------------------------------------------

    \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 Substance 
of the Proposed Rule Change

    The Exchange proposes to amend certain of the governing documents 
of its intermediate parent companies Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings''), NYSE Holdings LLC (``NYSE 
Holdings'') and NYSE Group, Inc. (``NYSE Group'') to make a technical 
change updating the registered office and registered agent in the state 
of Delaware. 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.

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 certain of the governing documents 
of its intermediate parent companies ICE Holdings, NYSE Holdings, and 
NYSE Group to make a technical change updating the registered office 
and registered agent in the state of Delaware.\4\
---------------------------------------------------------------------------

    \4\ Intercontinental Exchange Inc., the ultimate parent of the 
Exchange, owns 100% of the equity interest in ICE Holdings, which in 
turn owns 100% of the equity interest in NYSE Holdings. NYSE 
Holdings owns 100% of the equity interest of NYSE Group, which in 
turn directly owns 100% of the equity interest of the Exchange and 
its national securities exchange affiliates, New York Stock Exchange 
LLC (``NYSE''), NYSE Arca, Inc., and NYSE National, Inc. ICE is a 
publicly traded company listed on the NYSE.
---------------------------------------------------------------------------

    ICE Holdings and NYSE Group are corporations and NYSE Holdings is a 
limited liability corporation, all organized under the laws of the 
State of Delaware. As such, they are required to have and maintain a 
registered office and registered agent in Delaware.\5\ The Exchange 
proposes to amend certain of their governing documents to change the 
registered office and registered agent.
---------------------------------------------------------------------------

    \5\ See Del. Code tit 6, Sec.  18-104, and Del. Code tit 8, 
Sec. Sec.  131 and 132.
---------------------------------------------------------------------------

    More specifically, the Exchange proposes to amend the following 
provisions in the listed documents (collectively, the ``Governing 
Documents''): \6\
---------------------------------------------------------------------------

    \6\ Some of the Governing Documents were recently amended. See 
Securities Exchange Act Release No. 82082 (November 15, 2017), 82 FR 
55466 (November 21, 2017) (SR-NYSEAmer-2017-29).
---------------------------------------------------------------------------

     Article II (Registered Office) of the Ninth Amended and 
Restated Certificate of Incorporation of ICE Holdings;
     Article II, Sections 2.4 (Registered Office) and 2.5 
(Registered Agent) of the Ninth Amended and Restated Limited Liability 
Company Agreement of NYSE Holdings;
     the Certificate of Formation of NYSE Holdings; \7\
---------------------------------------------------------------------------

    \7\ The Certificate of Formation of NYSE Holdings is amended by 
filing a ``State of Delaware Certificate of Amendment Changing Only 
the Registered Office or Registered Agent of a Limited Liability 
Company,'' as set forth in Exhibit 5C of the proposed rule change.
---------------------------------------------------------------------------

     Article II (Registered Office) of the Sixth Amended and 
Restated Certificate of Incorporation of NYSE Group; and
     Article I, Section 1.1 (Registered Office) of the Fourth 
Amended and Restated Bylaws of NYSE Group.
    The listed provisions identify The Corporation Trust Company as the

[[Page 6056]]

registered agent, and provide that the address of the registered office 
in Wilmington, Delaware is Corporation Trust Center, 1209 Orange 
Street. The Exchange proposes to amend such provisions to identify 
United Agent Group Inc. as the registered agent, and to provide that 
the address of the registered office is 3411 Silverside Road, Tatnall 
Building No. 104, Wilmington, County of New Castle, Delaware 19810.
    In addition, conforming changes would be made to the title [sic], 
recitals, dates and signature lines, as applicable, of the Governing 
Documents.
    The change is a non-substantive technical administrative change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(1) \9\ 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange. The 
Exchange believes that the proposed rule change 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, because ensuring that the 
Governing Documents rules identify the registered agent and registered 
office in Delaware would contribute to the orderly operation of the 
Exchange by adding clarity and transparency to its rules. Similarly, 
the proposed conforming changes to the title [sic], recitals, date and 
signature line, as applicable, of the Governing Documents would 
contribute to the orderly operation of the Exchange by adding clarity 
and transparency to its rules.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\10\ 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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can more 
easily navigate, understand and comply with its rules. The Exchange 
believes that, by ensuring that such rules accurately identify the 
registered agent and registered office in Delaware, and by making 
conforming changes to the title [sic], recitals, date and signature 
line, as applicable, of the Governing Documents, the proposed rule 
change would reduce potential investor or market participant confusion.

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 designed to address any competitive issue but rather is 
concerned solely with making a technical change updating the registered 
office and registered agent of each Intermediate Holding Company.

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

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(3) \12\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may 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 under Section 
19(b)(2)(B) \13\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSEAMER-2018-03 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-NYSEAMER-2018-03. 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 (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 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 to make available publicly. All submissions 
should refer to File Number SR-NYSEAMER-2018-03, and

[[Page 6057]]

should be submitted on or before March 5, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
Eduardo A. Aleman,
Assistant Secretary.
---------------------------------------------------------------------------

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

[FR Doc. 2018-02721 Filed 2-9-18; 8:45 am]
 BILLING CODE 8011-01-P