[Federal Register Volume 83, Number 248 (Friday, December 28, 2018)]
[Notices]
[Pages 67390-67392]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-28183]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84882; File No. SR-NYSENAT-2018-27]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Make Non-
Substantive Changes to Its Certificate of Incorporation

December 20, 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 December 18, 2018, NYSE National, Inc. (the ``Exchange'' 
or ``NYSE National'') 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

[[Page 67391]]

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

    The Exchange proposes to make non-substantive changes to its 
certificate of incorporation. 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 make two non-substantive changes to its 
Amended and Restated Certificate of Incorporation of the Exchange 
(``Exchange Certificate'').
    The Exchange recently filed to amend the Exchange Certificate (as 
amended, the ``Amended Certificate'') to (1) harmonize certain 
provisions thereunder with similar provisions in the governing 
documents of the Exchange's national securities exchange affiliates and 
parent companies; and (2) make clarifying and updating changes.\4\ Such 
changes will become operative upon the Amended Certificate becoming 
effective pursuant to its filing with the Secretary of State of the 
State of Delaware, which will not be prior to 30 days from the date on 
which the November Amendment was filed.\5\
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    \4\ See Exchange Act Release No. 84644 (November 21, 2018), 83 
FR 61177 (November 28, 2018) (SR-NYSENAT-2018-24) (``November 
Amendment'') (notice of filing and immediate effectiveness of 
proposed rule change to amend Exchange Certificate and bylaws).
    \5\ Id. at 61182.
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    The Exchange proposes to make two non-substantive changes to the 
Amended Certificate prior to its being filed with the Secretary of 
State of the State of Delaware. Specifically, in the first sentence of 
the introductory paragraph and the signature line, the Exchange's name 
is written in capital and lower case letters, as ``NYSE National, 
Inc.'' The Exchange proposes to amend the name so that it is in all 
capital letters, as ``NYSE NATIONAL, INC.'' \6\
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    \6\ Id. at 61178. The Exchange inadvertently stated in the 
November Amendment that the legal name of the Exchange is not 
entirely in capital letters. Id. This previous statement, and 
current correction, have no effect on the operations of the 
Exchange.
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    Such changes would become operative upon the Amended Certificate 
becoming effective pursuant to its filing with the Secretary of State 
of the State of Delaware.
    The Exchange is proposing to make the described changes because 
currently the exact name of the Exchange on the records of the 
Secretary of State of the State of Delaware is ``NYSE NATIONAL, INC.'' 
The previously filed changes to Article FIRST, which uses the name 
``NYSE National, Inc.'', will update the name of the Exchange on such 
records of the Secretary of State of the State of Delaware from ``NYSE 
NATIONAL, INC.'' to ``NYSE National, Inc.'' \7\
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    \7\ See Del. Code tit. 8, Sec.  242.
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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 furthers the 
objectives of 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. The Exchange 
also believes that the proposed rule change is consistent with Section 
6(b)(5) of the Exchange 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.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
    \10\ 15 U.S.C. 78f(b)(5).
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    The proposed non-substantive changes would conform the Amended 
Certificate with the records of the Secretary of State of Delaware, 
which would further enable 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. Such amendments would also remove impediments to and 
perfect the mechanism of a free and open market by removing any 
confusion that may result from any inconsistency between the Amended 
Certificate and the records of the Secretary of State of Delaware. The 
Exchange further believes that the proposed amendments would not be 
inconsistent with the public interest and the protection of investors 
because investors will not be harmed and in fact would benefit from 
increased transparency and clarity, thereby reducing potential 
confusion. The proposed changes would have no effect on the operations 
of the Exchange.

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 non-
substantive and concerned solely with the corporate governance and 
administration of the Exchange.

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

[[Page 67392]]

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.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSENAT-2018-27 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-NYSENAT-2018-27. 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-NYSENAT-2018-27, and should be submitted 
on or before January 18, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2018-28183 Filed 12-27-18; 8:45 am]
 BILLING CODE 8011-01-P