[Federal Register Volume 80, Number 106 (Wednesday, June 3, 2015)]
[Notices]
[Pages 31625-31626]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-13449]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75063; File No. SR-SCCP-2015-01]
Self-Regulatory Organizations; Stock Clearing Corporation of
Philadelphia; Notice of Filing of Proposed Rule Change To Amend the
Amended and Restated Certificate of Incorporation and By-Laws of The
NASDAQ OMX Group, Inc.
May 28, 2015.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 19, 2015, Stock Clearing Corporation of Philadelphia (``SCCP'')
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 SCCP. 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 Substance
of the Proposed Rule Change
SCCP is filing this proposed rule change with respect to amendments
of the Amended and Restated Certificate of
[[Page 31626]]
Incorporation (the ``Charter'') and By-Laws (the ``By-Laws'') of its
parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'' or the
``Company''), to change the name of the Company to Nasdaq, Inc. The
proposed amendments will be implemented on a date designated by NASDAQ
OMX following approval by the Commission. The text of the proposed rule
change is available on SCCP's Web site at http://nasdaqomxphlx.cchwallstreet.com/nasdaqomxphlx/sccp/, at the principal
office of SCCP, 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, SCCP 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. SCCP has prepared summaries, set forth in sections A, B,
and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
As part of an ongoing global rebranding initiative, the Company has
begun to refer to itself, both internally and externally, as Nasdaq,
rather than NASDAQ OMX. For purposes of consistency with its marketing,
communications and other materials, the Company has decided to change
the legal names of NASDAQ OMX and certain of its subsidiaries to
eliminate references to OMX. The Company therefore proposes to amend
its Charter and By-Laws to change its legal name from The NASDAQ OMX
Group, Inc. to Nasdaq, Inc.
Specifically, the Company proposes to file a Certificate of
Amendment to its Charter with the Secretary of State of the State of
Delaware to amend Article First of the Charter to reflect the new name.
In addition, the Company proposes to amend the title and Article I(f)
of the By-Laws to reflect the new name.
2. Statutory Basis
SCCP believes that its proposal is consistent with Section
17A(b)(3)(C) of the Act,\3\ in that it assures a fair representation of
shareholders and participants in the selection of directors and
administration of its affairs. While the proposals relate to the
organizational documents of NASDAQ OMX, rather than SCCP, SCCP is
indirectly owned by NASDAQ OMX, and therefore, NASDAQ OMX's
stockholders have an indirect stake in SCCP. In addition, the
participants in SCCP, to the extent any exist, could purchase stock in
NASDAQ OMX in the open market, just like any other stockholder.
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\3\ 15 U.S.C. 78q-1(b)(3)(C).
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Specifically, NASDAQ OMX is proposing changes to its Charter and
By-Laws to change NASDAQ OMX's legal name to Nasdaq, Inc. SCCP believes
that the changes will eliminate confusion that may exist because of
NASDAQ OMX's ongoing global rebranding as Nasdaq. As a result, SCCP
believes that the proposals assure a fair representation of NASDAQ
OMX's stockholders in the selection of directors and administration of
NASDAQ OMX's affairs, as well as the affairs of SCCP.
B. Self-Regulatory Organization's Statement on Burden on Competition
Because the proposed rule change relates to the governance of
NASDAQ OMX and not to the operations of SCCP, SCCP does not believe
that the proposed rule change will impose any burden on competition not
necessary or appropriate in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
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 up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which SCCP 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-SCCP-2015-01 on 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-SCCP-2015-01. 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 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 SCCP. 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-SCCP-2015-01 and should be
submitted on or before June 24, 2015.
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\4\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\4\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-13449 Filed 6-2-15; 8:45 am]
BILLING CODE 8011-01-P