[Federal Register Volume 84, Number 26 (Thursday, February 7, 2019)]
[Notices]
[Pages 2637-2639]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-01388]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85034; File No. SR-CHX-2019-01]


Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Date of the Second Amended and Restated Certificate of 
Incorporation of the Exchange and the Third Amended and Restated 
Certificate of Incorporation of the Exchange's Parent CHX Holdings, 
Inc.

February 1, 2019.
    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 28, 2019, the Chicago Stock Exchange, Inc. 
(``CHX'' or ``Exchange'') 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.
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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 the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend the date of the Amended [sic] and 
Restated Certificate of Incorporation of the Exchange (``Exchange 
Certificate'') and the Second [sic] Amended and Restated Certificate of 
Incorporation of the Exchange's parent CHX Holdings, Inc. (``Holdings'' 
and, such certificate, the ``Holdings Certificate''). The proposed rule 
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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the date of the Exchange Certificate 
and the Holdings Certificate.
    On October 18, 2018, the Exchange filed proposed amendments to the 
Exchange Certificate, Holdings Certificate, other governing documents, 
the Exchange rules and its fee schedule, to (1) reflect a name change 
of the Exchange to ``NYSE Chicago, Inc.'' and a name change of Holdings 
to ``NYSE Holdings, Inc.''; (2) harmonize certain provisions thereunder 
with similar provisions in the governing documents of the national 
securities exchange affiliates of the Exchange and its parent 
companies; and (3) make clarifying and updating changes.\4\ The 
Exchange proposed that the name changes and other changes described 
therein would become operative upon the Exchange Certificate becoming 
effective pursuant

[[Page 2638]]

to its filing with the Secretary of State of the State of Delaware.\5\
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    \4\ See SR-CHX-2018-05 (October 18, 2018) (the ``October 
Filing''), and Securities Exchange Release No. 84494 (October 26, 
2018), 83 FR 54953 (November 1, 2018) (SR-CHX-2018-05).
    \5\ Id., at 54953.
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    The proposed amendments to the Exchange Certificate and Holdings 
Certificate in the October Filing included updates to their respective 
dates.\6\ However, the proposed changes updated the Certificates' month 
and time, but left 2018 as the year. Because it is now 2019, the 
Exchange proposes the following changes:
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    \6\ October Filing, Exhibit 5A, at 125, and Exhibit 5C, at 152.
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     In the Exchange Certificate, amend the signature line to 
replace ``2018'' with ``2019''; and
     In the Holdings Certificate, amend Article XIV (Effective 
Time) and the signature line to replace ``2018'' with ``2019.''
    The proposed rule change is a non-substantive administrative 
change. The Exchange proposes that the changes and described herein 
would become operative upon the Exchange Certificate becoming effective 
pursuant to its filing with the Secretary of State of the State of 
Delaware.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \7\ in general, and with Section 
6(b)(1) \8\ 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 \9\ because the proposed rule change would be consistent 
with and facilitate a governance and regulatory structure 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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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(1).
    \9\ 15 U.S.C. 78f(b)(5).
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    The proposed amendments are non-substantive changes that do not 
impact the governance or ownership of the Exchange. The Exchange 
believes that the proposed amendments would reduce potential investor 
and market participant confusion and therefore remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system by ensuring that the Exchange Certificate and Holdings 
Certificate accurately reflect the date they are signed and operative, 
ensuring that investors and market participants can more easily 
understand the Exchange Certificate and Holdings Certificate.

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 ensuring that the Exchange Certificate and 
Holdings Certificate accurately reflect the date they are signed and 
operative.

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 \10\ and Rule 19b-4(f)(3) \11\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 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, 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) \12\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \12\ 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-CHX-2019-01 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-CHX-2019-01. 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 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. 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-CHX-2019-01, and should be submitted on 
or before February 28, 2019.


[[Page 2639]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-01388 Filed 2-6-19; 8:45 am]
 BILLING CODE 8011-01-P