[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