[Federal Register Volume 77, Number 199 (Monday, October 15, 2012)]
[Notices]
[Pages 62572-62576]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-25280]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-68022; File No. SR-BATS-2012-039]
Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of
Filing of Proposed Rule Change, as Modified by Amendment No.1, To Adopt
Listing Standards Related to Certain Compensation Committee and
Compensation Adviser Requirements
October 9, 2012.
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 September 25, 2012, BATS Exchange, Inc. (the ``Exchange'' or
``BATS'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which filing was amended and replaced in its entirety by
Amendment No. 1 thereto on October 9, 2012, and 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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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange's proposed rule change would amend BATS Rule 14.10,
entitled ``Corporate Governance Requirements,'' in accordance with the
provisions of Section 952 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the ``Dodd-Frank Act'') requiring the
listing rules of a national securities exchange to prohibit the listing
of any equity security of an issuer that is not in compliance with
certain compensation committee and compensation adviser requirements,
as well as modifying the numbering of Rule 14.10 in order to
accommodate the proposed amendments and additions.
The text of the proposed rule change is available at the Exchange's
Web site at http://www.batstrading.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room. The proposed
rule text can be found in Exhibit 5.
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 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 parts of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
This Amendment No. 1 to SR-BATS-2012-039 (the ``Filing'') amends
and replaces in its entirety the Filing as originally submitted on
September 25, 2012. Amendment No. 1 further clarifies
[[Page 62573]]
certain aspects of proposed Rule 14.10 as originally filed.\3\
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\3\ The Commission notes that the filed Amendment No. 1 changed
language in sections (ii), (iii), and (iv) of Rule 14.10(c)(4)(C) to
clarify the responsibilities and obligations of Independent
Directors responsible for determining executive compensation, as
well as their rights and obligations regarding Compensation
Consultants. In addition, the Commission notes that Amendment No. 1
made clarifying descriptive changes in the Purpose section of the
filing regarding: Changes to the rule text; the factors for
determining compensation committee independence; the elimination of
existing exemptions for asset-backed issuers and cooperatives; the
phase-in period for initial public offerings; and the exemption for
Smaller Reporting Companies.
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Section 952 of the Dodd-Frank Act added Section 10C to the Act,\4\
which requires the listing rules of each national securities exchange
to prohibit the listing of any equity security of an issuer that is not
in compliance with the compensation committee and compensation adviser
requirements of Rule 10C-1 under the Act (``Rule 10C-1'').\4\
Specifically, Rule 10C-1 requires the Exchange to establish listing
standards that require each member of a listed issuer's compensation
committee to be a member of the board and to be independent, as well as
establish certain factors that an issuer must consider when evaluating
the independence of a director. Rule 10C-1 also requires the Exchange
to establish standards for evaluating the independence of a
compensation consultant, legal counsel, or other adviser
(``Compensation Consultant'') and requires a Company to provide funding
to a compensation committee to retain such Compensation Consultant.
Accordingly, in order to carry out the requirements of Section 952 of
the Dodd-Frank Act, the Exchange proposes to make several amendments to
Rule 14.10.
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\4\ 15 U.S.C. 78f(b).
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The Exchange proposes to amend Rule 14.10(c)(4)(A) and (B) to
require that, in addition to meeting the criteria listed under Rule
14.10(c)(1)(B), in evaluating the independence of a director acting in
the capacity described in Rule 14.10(c)(4)(B), the board of directors
of a Company \5\ shall consider the following factors: (i) The source
of compensation of the director, including any consulting, advisory or
other compensatory fee paid by the Company to such director; and (ii)
whether the director is affiliated with the Company, a subsidiary of
the Company, or an affiliate of a subsidiary of the Company.
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\5\ As defined in BATS Rule 14.1(a)(3).
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The Exchange believes that the adoption of proposed Rule
14.10(c)(4)(A), along with the existing bright line tests for director
independence under Rule 14.10(c)(1)(B), would bring the Exchange in
compliance with Rule 10C-1(b)(1), because the Rules would require that
each director that is acting in the capacity described in Rule
14.10(c)(4)(B) be independent based on an evaluation by the board that
include the consideration of the proposed factors in Rule
14.10(c)(4)(A). In determining these independence requirements, the
Exchange considered relevant factors, including, but not limited to:
The source of compensation of a director, including any consulting,
advisory or other compensatory fee paid by the Company to such director
and whether the director of a Company is affiliated with the Company, a
subsidiary of the Company, or an affiliate of a subsidiary of the
Company. Rule 10C-1 permits the Exchange to consider other relevant
factors in determining the independence requirements for compensation
committee members.\6\ After reviewing its current and proposed listing
rules, the Exchange concluded that these rules are sufficient to ensure
the independence of Independent Directors acting in the capacity
described in Rule 14.10(c)(4)(B). The Exchange believes that its
existing ``bright line'' independence standards as set forth in Rule
14.10(c)(1)(B) are sufficiently broad to encompass the types of
relationships which would generally be material to a director's
independence for determining executive officer compensation. Therefore,
the Exchange determined not to propose independence requirements in
addition to those specific considerations required by proposed Rule
14.10(c)(4)(A). After considering the factors provided in Rule 10C-
1(b)(1)(ii) and evaluating how the factors could impact the ability of
a director to act independently in the determination [sic] executive
compensation, the Exchange believes that it can best comply with Rule
10C-1 by adopting in its Rules the factors set forth in Rule 10C-
1(b)(1)(ii). The Exchange believes that this approach will best provide
the board of directors of a Company with the requisite guidance and
discretion to evaluate the independence of each director as it relates
to the determination of executive compensation.
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\6\ See 17 CFR 240.10C-1(b)(1)(ii).
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The Exchange is also proposing to amend Rule 14.10(c)(4)(B) to add
a title to and adjust the numbering of the Rule. The changes are being
proposed in order to remain consistent with existing rule structure and
to ensure that the rules are well-organized and easily understandable.
The Exchange is also proposing to delete existing Rule
14.10(c)(4)(C). As currently written, Rule 14.10(c)(4)(C) provides an
exception to the independence standards under Rule 14.10(c)(4)(A) and
(B) where the compensation committee is comprised of at least three
members, permitting one director who is not independent and is not a
current officer or employee or a family member of an officer or
employee to be appointed to the compensation committee if the board
determines that such individual's membership is required by the best
interest of the Company. However, no such exception exists under Rule
10C-1 and, after considering the factors relevant to compensation
committee independence under Rule 10C-1, the Exchange believes that
deletion of the exception under its rules would comply with Rule 10C-1.
Additionally, the Exchange is proposing to add Rule
14.10(c)(4)(C)(i) to permit the compensation committee of a Company,
acting in its capacity as a committee of the Company's board of
directors and in its sole discretion, to retain or obtain the advice of
a Compensation Consultant. The Company must provide for appropriate
funding, as determined by the compensation committee, for payment of
reasonable compensation to a Compensation Consultant retained by the
compensation committee. The Exchange believes that this proposed Rule
14.10(c)(4)(C)(i) would comply with Rule 10C-1 and, more specifically,
Rule 10C-1(b)(2)(i) in that it would provide the compensation committee
of the Company's board of directors with the authority to retain or
obtain the advice of a Compensation Consultant. Further, proposed Rule
14.10(c)(4)(C)(i) would require the Company to provide appropriate
funding to the compensation committee for such Compensation Consultant,
as required under Rule 10C-1(b)(3).
The Exchange is also proposing to amend Rule 14.10(c)(4)(C)(ii) to
require Independent Directors of a Company that are acting in the
capacity described in Rule 14.10(c)(4)(B), regardless of whether the
Independent Directors are acting as a committee of the Company's board
of directors, that are selecting a Compensation Consultant to perform
an independence assessment of the Compensation Consultant, as described
below, prior to selecting the Compensation Consultant. An independence
assessment is not required for the receipt of advice from in-house
legal counsel. An independence assessment would include the
consideration of the
[[Page 62574]]
following factors: (i) The provision of other services to the Company
by the person that employs the Compensation Consultant; (ii) the amount
of fees received from the Company by the person that employs the
Compensation Consultant, as a percentage of the total revenue of the
person that employs the Compensation Consultant; (iii) the policies and
procedures of the person that employs the Compensation Consultant that
are designed to prevent conflicts of interest; (iv) any business or
personal relationship of the Compensation Consultant with any of the
Independent Directors acting in the capacity described in Rule
14.10(c)(4)(B); (v) any stock of the Company owned by the Compensation
Consultant; and (vi) any business or personal relationship of the
Compensation Consultant, legal counsel, other adviser, or the person
employing the Compensation Consultant with an executive officer of the
Company. As proposed, Rule 14.10(c)(4)(C)(ii) would not include any
specific additional factors for consideration, as the Exchange believes
that the list included in Rule 10C-1(b)(4) is very comprehensive.
The Exchange believes that proposed Rule 14.10(c)(4)(C)(ii) would
comply with Rule 10C-1 and, more specifically, Rule 10C-1(b)(4) because
the proposed rule would require the Independent Directors of a Company
that are acting in the capacity described in Rule 14.10(c)(4)(B) to
perform an independence assessment of the Compensation Consultant based
on the factors required by Rule 10C-1(b)(4)(i)-(vi) before engaging
such Compensation Consultant. Further, because proposed Rule
14.10(c)(4)(C)(ii) would adopt the standards exactly as provided in
Rule 10C-1(b)(4), the Exchange believes that it would be in compliance
with Rule 10C-1.
In addition, the Exchange is proposing to amend Rule
14.10(c)(4)(C)(iii) and (iv), also regarding Compensation Consultants.
Specifically, the Exchange is proposing that Independent Directors of a
Company that are acting in the capacity described in Rule
14.10(c)(4)(B): (i) shall be directly responsible for the appointment,
compensation and oversight of the work of any retained Compensation
Consultant; and (ii) shall not be required to implement or act
consistently with the advice or recommendations of the retained
Compensation Consultant, nor be restricted in their ability or
obligation to exercise their own judgment in fulfilling their duties.
The Exchange believes that proposed Rules 14.10(c)(4)(C)(iii) and (iv)
comply with Rule 10C-1 and, more specifically, Rule 10C-1(b)(ii) and
(iii), [sic] in that the proposed rules mirror exactly the requirements
of Rule 10C-1(b)(ii) and (iii) [sic] and, therefore, would bring the
Exchange's listing rules in compliance with Rule 10C-1.
The Exchange is also proposing to add Rule 14.10(c)(4)(D), which
provides a Company that fails to comply with the composition committee
requirements under Rule 14.10(c)(4)(B) because a director ceases to be
independent for reasons outside the director's reasonable control with
a cure period during which the Company may allow that director to
continue to act in the capacity described in Rule 14.10(c)(4)(B) until
the earlier of its next annual shareholders meeting or one year from
the occurrence of the event that caused the failure to comply with this
requirement. A Company relying on this provision must provide notice to
the Exchange immediately upon learning of the event or circumstances
that caused the noncompliance. The Exchange believes that proposed Rule
14.10(c)(4)(D) would comply with Rule 10C-1(a)(3), which requires the
Exchange to provide for appropriate procedures for a listed issuer to
have a reasonable opportunity to cure any defects that would be the
basis for a prohibition before the imposition of such prohibition. Rule
14.10(c)(4)(D) also describes a cure period that would be compliant
with Rule 10C-1(a)(3), which the Exchange has proposed to adopt. For
these reasons, the Exchange believes that proposed Rule 14.10(c)(4)(D)
would comply with Rule 10C-1(a)(3).
The Exchange is also proposing to amend Rules 14.10(e)(1)(A) and
(B) in order to eliminate exemptions to Rule 14.10(c)(4) for asset-
backed issuers and other passive issuers (collectively, ``Asset-backed
Issuers'') and cooperatives. The Exchange believes that these changes
comply with Rule 10C-1 because Rule 10C-1 provides exemptions to
independence requirements in certain circumstances as well as general
exemptions in other circumstances, however, Rule 10C-1 does not provide
any exemptions for Asset-backed Issuers or for cooperatives. Rule 10C-1
does provide the Exchange with some discretion to provide exemptions to
the requirements of Rule 10C-1, however, the Exchange declines to
propose exemptions for Asset-backed Issuers or cooperatives at this
time. For these reasons, the Exchange believes that proposed Rules
14.10(e)(1)(A) and (B) comply with the requirements of Rule 10C-1. In
conjunction with this change, the Exchange is also proposing to
eliminate the existing exemptions from the requirements of Rule
14.10(c)(4) for Asset-backed Issuers and cooperatives. The Exchange
recognizes the importance of independence in the process of determining
executive officer compensation. Additionally, under the proposed Rules,
Companies will not be required in all cases to comply, initially and on
a continued basis, with the independence requirements. For example,
Companies listing in connection with their initial public offering will
have a phase-in period before compliance with Rules 14.10(c)(4)(A) and
(B) becomes necessary, and all Companies will be subject to a cure
period should an event occur that causes noncompliance with the Rules.
The Exchange does recognize that certain issuers, including Asset-
backed Issuers and cooperatives, might have governance structures that
make compliance with Rule 14.10(c)(4) difficult or impractical.
However, due to the fact that the Exchange does not have any listed
Asset-backed Issuers or cooperatives, the Exchange is proposing to
remove the current exemption so that it can more fully review, as a
whole, potential exemptions for Asset-backed Issuers and cooperatives.
The Exchange will constantly evaluate the appropriateness of these
exemptions as well as exemptions for all other categories of issuers
and may propose to reinstitute these or other exemptions in the future.
The Exchange is also proposing to amend Rule 14.10(e)(1)(C) to
require foreign private issuers to comply with the Compensation
Consultants requirement of Rule 14.10(c)(4)(C). The Exchange is
proposing the amendment in order to make clear that, while 10C-
1(b)(iii)(4) [sic] exempts foreign private issuers from the
independence requirements of 10C-1(b)(ii), [sic] which the proposed
Rule 14.10(e)(1)(C) reflects, Rule 10C-1 does not exempt foreign
private issuers from the Compensation Consultant requirements under
Rule 10C-1(b)(4). As such, the Exchange is proposing to amend its Rules
to continue to exempt foreign private issuers from the independence
requirements of Rules 14.10(c)(4)(A) and (B), but to make clear that
foreign private issuers are not exempt from the Compensation Consultant
requirements of Rule 14.10(c)(4)(C). For these reasons, the Exchange
believes that the proposed changes to Rule 14.10(e)(1)(C) comply with
the requirements of Rule 10C-1.
The Exchange is also proposing to amend Rule 14.10(e)(1)(D)(ix) to
require limited partnerships to comply with the Compensation
Consultants requirement of Rule 14.10(c)(4)(C). The Exchange is
proposing the amendment in order to
[[Page 62575]]
make its rules reflect that, while 10C-1(b)(iii)(1) [sic] exempts
limited partnership from the independence requirements of 10C-1(b)(ii),
[sic] which the proposed Rule 14.10(e)(1)(D) reflects, Rule 10C-1 does
not exempt limited partnerships from the Compensation Consultant
requirements under Rule 10C-1(b)(4). As such, the Exchange is proposing
to amend its rules to continue to exempt limited partnerships from the
independence requirements of Rules 14.10(c)(4)(A) and (B), but to make
clear that limited partnerships are not exempt from the Compensation
Consultant requirements of Rule 14.10(c)(4)(C). For these reasons, the
Exchange believes that the proposed changes to Rule 14.10(e)(1)(D)(ix)
comply with the requirements of Rule 10C-1.
The Exchange is also proposing to amend Rule 14.10(e)(1)(E) to make
clear that not all managed investment companies are exempt from Rules
14.10(c)(4)(A) and (B), but rather, only open-end management investment
companies registered under the Investment Company Act of 1940 are
exempt from the requirements. The Exchange is making this proposal in
order to make its rules reflect that, while Rule 10C-1(b)(iii)(3) [sic]
exempts open-end management investment companies registered under the
Investment Company Act of 1940 from the independence requirements of
Rule 10C-1(b)(ii), [sic] this exemption does not apply to all
management investment companies. In addition, Rule 10C-1 does not
exempt open-end management investment companies from the Compensation
Consultant requirements under Rule 10C-1(b)(4). As such, the Exchange
is proposing to amend its rules to reflect that open-end management
investment companies will not be exempt from the Compensation
Consultant requirements under Rule 14.10(c)(4)(C). Because these
changes have been made to make Rule 14.10(e)(1)(E) reflect the language
of Rule 10C-1, the Exchange believes that the proposed changes comply
with the requirements of Rule 10C-1.
The Exchange is also proposing to add Rule 14.10(e)(1)(F), which
will provide that Companies in bankruptcy proceedings are exempt from
the independence requirements of Rules 14.10(c)(4)(A) and (B). The
Exchange is making this proposal in order to make its rules reflect
that, while Rule 10C-1(b)(iii)(2) [sic] exempts Companies in bankruptcy
proceedings from the independence requirements of 10C-1(b)(ii), Rule
10C-1 does not exempt Companies in bankruptcy proceedings from the
Compensation Consultant requirements under Rule 10C-1(b)(4). As such,
the Exchange is proposing to amend its rules to exempt Companies in
bankruptcy proceedings from the independence requirements of Rules
14.10(c)(4)(A) and (B), but to make clear that Companies in bankruptcy
proceedings are not exempt from the Compensation Consultant
requirements of Rule 14.10(c)(4)(C). Because these changes have been
made to make Rule 14.10(e)(1)(F) reflect the requirements of Rule 10C-
1, the Exchange believes that the proposed changes comply with the
requirements of Rule 10C-1.
The Exchange is also proposing to add Rule 14.10(e)(1)(G), which
will provide that smaller reporting companies, as defined in Rule 12b-2
under the Act (``Smaller Reporting Companies''), are exempt from all of
the requirements of Rule 14.10(c)(4). The Exchange is making this
proposal in order to make its rules reflect that Rule 10C-1(b)(5)(ii)
exempts Smaller Reporting Companies from the entirety of Rule 10C-1(b),
including the independence and Compensation Consultant requirements
under Rule 10C-1. As such, the Exchange is proposing to amend its rules
to exempt Smaller Reporting Companies from the independence
requirements of Rules 14.10(c)(4)(A) and (B) as well as the
Compensation Consultant requirements of Rule 14.10(c)(4)(C). Because
these changes have been made to make Rule 14.10(e)(1)(G) reflect the
requirements of Rule 10C-1, the Exchange believes that the proposed
changes comply with the requirements of Rule 10C-1. In addition, this
approach will minimize new costs imposed on Smaller Reporting Companies
and allow them some flexibility not allowed for larger Companies.
The Exchange also proposes to amend Rule 14.10(e)(2)(A) to allow a
Company listing in connection with its initial public offering to
phase-in the independent committee requirements set forth in Rules
14.10(c)(4)(A) and (B) as follows: (1) One independent member at the
time of listing; (2) a majority of independent members within 90 days
of listing; and (3) all independent members within one year of listing.
The Exchange believes that this amendment complies with Rule 10C-1
because it provides a Company with the opportunity to gradually meet
the requirements of Rules 14.10(c)(4)(A) and (B) after becoming listed
in connection with an initial public offering, rather than forcing a
Company to meet independence requirements prior to its initial public
offering. Since Companies listing in connection with an initial public
offering may not have previously had an independent compensation
committee, the Exchange believes that allowing such Companies to phase
in compliance with the independent compensation committee requirements
will reasonably provide these Companies with a window identical to that
of the Independent Director Oversight of Director Nominations under
Rule 14.10(c)(5) and the independent audit committee requirement
pursuant to Rule 10A-3(b)(1)(iv)(A) under the Act.\7\ As noted above,
proposed Rule 14.10(e)(2)(A) would require that the Company have at
least one independent member at the time of listing, meaning that even
though it is described as a ``phase-in period,'' the Company would
never actually be without at least one independent member.
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\7\ See 17 CFR 240.10A-3(b)(1)(iv)(A).
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The Exchange also proposes to add Rule 14.10(e)(2)(D) in order to
permit a Company listed on the Exchange prior to the effective date of
this proposal, commencing on June 1, 2013, to phase-in compliance with
the Independent Director Oversight of Executive Officer Compensation
requirements set forth in Rules 14.10(c)(4)(A) and (B) on the same
schedule as Companies listing in conjunction with their initial public
offering.
The Exchange also proposes to make a clarifying amendment to Rule
14.10(c)(1)(B), which defines an Independent Director, in order to
indicate that there are additional factors involved in the
determination of independence for directors acting in the capacity
described in Rule 14.10(c)(4)(B). Lastly, the Exchange proposes to
modify the numbering of Rule 14.10 in order to accommodate the
amendments and additions proposed above.
2. Statutory Basis
Approval of the rule change proposed in this submission is
consistent with the requirements of the Act and the rules and
regulations thereunder that are applicable to a national securities
exchange, and, in particular, with the requirements of Section 6(b) of
the Act.\8\ The Exchange believes that proposed Rule 14.10 is
consistent with Section 6(b)(5) of the Act,\9\ because it would promote
just and equitable principles of trade, remove impediments to, and
perfect the mechanism of, a free and open market and a national market
system, and, in general, protect investors and the public interest. The
Exchange is adopting proposed Rule
[[Page 62576]]
14.10 to comply with the requirements of Section 952 of the Dodd-Frank
Act, and therefore believes the proposed rule change to be consistent
with the Act, particularly with respect to the protection of investors
and the public interest.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
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The Exchange also believes that the proposal will contribute to
investor protection and the public interest by requiring that only
Independent Directors of an issuer oversee executive officer
compensation matters, consider independence criteria before retaining
compensation advisers, and have ultimate responsibility for the
appointment, compensation, and oversight of these advisers. As
discussed above, after considering the factors provided in Rule 10C-
1(b)(1)(ii) and evaluating how the factors could impact the ability of
a director to act independently in the determination of executive
compensation, the Exchange believes that it can best comply with Rule
10C-1 by adopting in its Rules the factors set forth in Rule 10C-
1(b)(1)(ii). The Exchange believes that this approach will best provide
the board of directors of a Company with the requisite guidance and
discretion to evaluate the independence of each director as it relates
to the determination of executive compensation.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change imposes
any burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will: (a) By order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be disapproved.
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-BATS-2012-039 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-BATS-2012-039. 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 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 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 offices of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-BATS-2012-039, and should be submitted on or before
November 5, 2012.
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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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25280 Filed 10-12-12; 8:45 am]
BILLING CODE 8011-01-P