Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents, Rulebook and Fees Schedules, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name
Federal Register, Volume 82 Issue 210 (Wednesday, November 1, 2017)
Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)
Notices
Pages 50697-50700
From the Federal Register Online via the Government Publishing Office www.gpo.gov
FR Doc No: 2017-23739
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SECURITIES AND EXCHANGE COMMISSION
Release No. 34-81963; File No. SR-BatsEDGX-2017-41
Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents, Rulebook and Fees Schedules, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name
October 26, 2017.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on October 16, 2017, Bats EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. 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\ 17 CFR 240.19b-4.
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Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
The Exchange file a proposed rule change with respect to amendments of the Second Amended and Restated Certificate of Incorporation (the ``Company's Certificate'') and Third Amended and Restated Bylaws (the ''Company's Bylaws'') of its parent corporation, CBOE Holdings, Inc. (``CBOE Holdings'' or the ``Company'') to change the name of the Company to Cboe Global Markets, Inc. With respect to CBOE V, LLC, an intermediate Holding Company of the Exchange (the ``Intermediate''), the Exchange proposes to amend the Certificate of Formation and Limited Liability Company Operating Agreement of CBOE V, LLC (the ``Operating Agreement''), in connection with a related name change for the Intermediate. The Exchange also proposes to amend its Second Amended and Restated Certificate of Incorporation (the ``Exchange Certificate''), Seventh Amended and Restated Bylaws of Bats EDGX Exchange, Inc. (the ``Exchange Bylaws''), rulebook and fees schedules (collectively ``operative documents'') in connection with the name change of its parent Company, Intermediate, and the Exchange.
The text of the proposed rule change is also available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
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Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange 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 these 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 aspects of such statements.
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Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
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Purpose
Background
The purpose of this filing is to reflect in the Exchange's governing documents (and the governing documents of its parent company, CBOE Holdings) and the Exchange's rulebook and fees schedules, a non-
substantive corporate branding change, including changes to the Company's name, the Intermediate's name, and the Exchange's name. Particularly, references to Company's, Intermediate's and Exchange's names will be deleted and revised to state the new names, as described more fully below. No other substantive changes are being proposed in this filing. The Exchange represents that these changes are concerned solely with the administration of the Exchange and do not affect the meaning, administration, or enforcement of any rules of the Exchange or the rights, obligations, or privileges of Exchange members or their associated persons is any way. Accordingly, this filing is being submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the marked name changes, the Exchange represents that it will make the necessary non-substantive revisions described below to the Exchange's corporate governance documents, rulebook, and fees schedules, and post updated versions of each on the Exchange's Web site pursuant to Rule 19b-4(m)(2).
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The Company's Name Change
In connection with the corporate name change of its parent company, the Exchange is proposing to amend the Company's Certificate and Bylaws. Specifically, the Company is changing its name from ``CBOE Holdings, Inc.'' to ``Cboe Global Markets, Inc.''.
(a) Company's Certificate
The Exchange proposes to (i) delete the following language from Paragraph (1) of the introductory paragraph: ``The name of the Corporation is CBOE Holdings, Inc.'' and (ii) amend Article First of the Company's Certificate to reflect the new name, ``Cboe Global Markets, Inc.'' The Exchange also proposes to add clarifying language and cite to the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed name change. The Exchange notes that it is not amending the Company's name in the title or signature line as the name changes will not be effective until the Company, as currently named, files the proposed changes in Delaware. Thereafter, the Exchange will amend the Certificate to reflect the new name in the title and signature line. The Exchange also notes that although the name of ``Chicago Board Options Exchange, Incorporated'' is changing to ``Cboe Exchange Inc.'', it is not amending the name of Chicago Board Options Exchange, Incorporated (``CBOE'') referenced in Article Fifth(a)(iii) at this time. Particularly, the Exchange notes that unlike the exception applicable to proposed changes to the Company's name,\3\ a vote of stockholders is required to adopt an amendment to the reference of CBOE's name. As such, the Exchange will submit a rule filing to amend the Certificate to reflect the new CBOE name at such time it is ready to obtain stockholder approval.
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\3\ See Section 242(b) of the General Corporation Law of the State of Delaware.
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(b) Company's Bylaws
With respect to the Company's Bylaws, references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.'' The Exchange also proposes to eliminate the reference to ``Chicago Board Options Exchange, Incorporated'' in Article 10, Section 10.2. Particularly, Section 10.2 provides that ``for so long as the Corporation shall control, directly or indirectly, any national securities exchange, including, but not limited to Chicago Board Options Exchange, Incorporated (a ``Regulated Securities Exchange Subsidiary''), before any amendment, alteration or repeal of any provision of the Bylaws shall be effective, such amendment, alteration or repeal shall be submitted to the board of directors of each Regulated Securities Exchange Subsidiary, and if such amendment, alteration or repeal must be filed with or filed with and approved by the Securities and Exchange Commission, then such amendment, alteration or repeal shall not become effective until filed with or filed with and approved by the Securities and Exchange Commission, as the case may be.'' As the Company currently controls a number of Regulated Securities Exchange Subsidiaries, it does not believe it is necessary to explicitly reference only Chicago Board Options Exchange, Incorporated and therefore proposes to delete the following language: ``including, but not limited to Chicago Board Options Exchange, Incorporated''.
The Intermediate's Name Change
For purposes of consistency, certain of the Parent's subsidiaries have also undertaken to change their legal names. As a result, the Exchange also proposes to change the name of the Intermediate from ``CBOE V, LLC'' to ``Cboe Bats, LLC.''
(a) Certificate of Formation
As it relates to the Certificate of Formation of CBOE V, LLC, references to ``CBOE V, LLC'' will be deleted and revised to state its new name ``Cboe Bats, LLC''. The Exchange also proposes to add clarifying and conforming language in order to conform to, as well as cite to, the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed name change. The Exchange notes to conform with the revised language in the introductory paragraph, it also proposes to amend references to ``LLC'' to ``limited liability company''. The Exchange also notes that it is not amending the Intermediate's name in the title or signature line as the name changes will not be effective until the Intermediate, as currently named, files the proposed changes in Delaware.\4\ Thereafter, the Exchange will amend the Certificate of Formation to reflect the new name in the title and signature line.
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\4\ The Exchange notes that the current signature block of the Certificate of Formation references ``CBOE Holdings, Inc.'' instead of ``CBOE V, LLC''. The Exchange proposes to correct that reference and refer to ``CBOE V, LLC'', which as noted, will be changed to ``Cboe Bats, LLC'' at a later date.
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(b) Operating Agreement
As it relates to the Operating Agreement of the Intermediate, references to ``CBOE V, LLC'' will be deleted and revised to state its new name ``Cboe Bats, LLC'' and references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.''. The Exchange also proposes to add clarifying and conforming language in connection with the proposed name change, including new Section 12.5 (``Effect of Amendment''), which provides that the ``Agreement amends, restates and supersedes the Original Agreement in all respects. From and after the date hereof, this Agreement shall be the limited liability company operating agreement of the Company for all purposes.''
The Exchange's Name Change
For purposes of consistency, certain of the Parent's subsidiaries have also undertaken to change their legal names. As a result, the Exchange also proposes to change its name from ``Bats EDGX Exchange, Inc.'' to ``Cboe EDGX Exchange, Inc.'' throughout its rules, fees schedules and corporate documents. Additionally, the Exchange notes that its affiliated exchanges Bats BYX Exchange, Inc., Bats BZX Exchange, Inc., Bats EDGA Exchange, Inc., Chicago Board Options Exchange, Incorporated, C2 Options Exchange, Incorporated, and CBOE Futures Exchange, LLC (collectively the ``affiliates'') have also proposed name changes to Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe Exchange, Inc., Cboe C2 Exchange, Inc. and Cboe Futures Exchange, LLC, respectively. Lastly, the Exchange is changing the name of ``Bats Trading, Inc.'' to ``Cboe Trading, Inc.''
Therefore, the Exchange proposes to amend its: (i) Second Amended and Restated Certificate of Incorporation of Bats EDGX Exchange, Inc., (ii) Seventh Amended and Restated Bylaws of Bats EDGX Exchange, Inc., (iii) Rulebook, (iv) Fee Schedule for EDGX Equities and (v) Fee Schedule for EDGX Options (collectively, the ``Operative Documents'') to reflect the name changes.
(a) Exchange's Certificate
The Exchange proposes to (i) delete the following language from the introductory paragraph: ``The name of the Corporation is Bats EDGX Exchange, Inc.'' and (ii) amend Article First of the Exchange's Certificate to reflect the new name, ``Cboe EDGX Exchange, Inc.''. The Exchange also proposes to add clarifying language and cite to the applicable provisions of the General Corporation Law of the State of
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Delaware in connection with the proposed name change. The Exchange notes that it is not amending the Exchange's name in the title or signature line as the name changes will not be effective until the Exchange, as currently named, files the proposed changes in Delaware. Thereafter, the Exchange will amend the Certificate to reflect the new name in the title and signature line.
(b) Exchange's Bylaws
For the Exchange's Bylaws, all references to ``Bats EDGX Exchange, Inc.'' will be deleted and revised to state ``Cboe EDGX Exchange, Inc.''.
(c) Exchange's Rulebook
For the Rules of Bats EDGX Exchange, Inc., all references to ``Bats EDGX Exchange, Inc.'' will be deleted and revised to state ``Cboe EDGX Exchange, Inc.''. Additionally, the Exchange's affiliates are also filing similar rule filings to change their names, as noted above. As such, all references to ``Bats BYX Exchange, Inc.'', ``Bats EDGA Exchange, Inc.'', ``Bats BZX Exchange, Inc.'', ``C2 Options Exchange, Incorporated'', ``Chicago Board Options Exchange, Incorporated'' \5\ and ``CBOE Futures Exchange, LLC'' in the EDGX's rules will likewise be deleted and revised to state ``Cboe BYX Exchange, Inc.'', Cboe EDGA Exchange, Inc.'', ``Cboe BZX Exchange, Inc.'', ``Cboe C2 Exchange, Inc.'', ``Cboe Exchange, Inc.'' and ``Cboe Futures Exchange, LLC'', respectively. The Exchange notes that references to ``CBOE'' will be deleted and revised to state ``Cboe Options''. The Exchange notes that references to ``Bats Exchange'' will be deleted and revised to state ``Cboe Bats Exchange''. Additionally, all references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.''.
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\5\ The Exchange notes that the EDGX rules refer to ``C2 Options Exchange, Incorporated'' and ``Chicago Board Options Exchange, Incorporated'' as ``C2 Options Exchange, Inc.'' and ``Chicago Board Options Exchange'' in Rules 2.3, 18.7, 18.9, 28.3, 29.5, and 29.7.
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The Exchange will also delete references to ``Bats Trading, Inc.'' and ``Bats Trading'' and replace it with references to ``Cboe Trading, Inc.'' and ``Cboe Trading'', respectively. References to ``Bats One'' will be deleted and revised to state ``Cboe One'', all references to ``Bats Connect'' will be deleted and revised to state ``Cboe Connect'', and all references to ``CBOE Livevol, LLC'' will be deleted and revised to state ``Cboe Livevol, LLC''.
(d) Exchange's Fees Schedule
For the EDGX Equities Fee Schedule, any reference to ``Bats EDGX Exchange'' will be deleted and revised to state ``Cboe EDGX Exchange''. Additionally, all references to ``Bats One'' will be deleted and revised to state ``Cboe One'' and all references to ``Bats Connect'' will be deleted and revised to state ``Cboe Connect''.
(e) EDGX Options Fee Schedule
For the EDGX Options Fee Schedule, all references to ``Bats EDGX Options Exchange'' will be deleted and revised to state ``Cboe EDGX Options Exchange'' and all references to ``CBOE'' will be deleted and revised to state ``Cboe Options''. Lastly, all references to ``Bats Connect'' will be deleted and revised to state ``Cboe Connect''.
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Statutory Basis
The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ``Act'') and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.\6\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \7\ requirements that the rules of an exchange be 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.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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In particular, the proposed change is a non-substantive change and does not impact the governance, ownership or operations of the Exchange. The Exchange believes that by ensuring that its parent company's governance documents and the Exchange's operative documents accurately reflect the new legal names, the proposed rule change would reduce potential investor or market participant confusion.
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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 Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with updating the Company's and Exchange's governance and operative documents to reflect the abovementioned name changes.
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Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the proposed rule change.
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Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3) thereunder,\9\ the Exchange has designated this proposal as one that is concerned solely with the administration of the self-regulatory organization, and therefore has become effective.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 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 temporarily 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 will institute proceedings to determine whether the proposed rule change should be approved or disapproved.
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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 rule-comments@sec.gov. Please include File Number SR-BatsEDGX-2017-41on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-BatsEDGX-2017-41. This file number should be included on the subject line if email is used. To help the Commission process and review your
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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 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-
BatsEDGX-2017-41 and should be submitted on or before November 22, 2017.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
FR Doc. 2017-23739 Filed 10-31-17; 8:45 am
BILLING CODE 8011-01-P
