[Federal Register Volume 81, Number 47 (Thursday, March 10, 2016)]
[Notices]
[Pages 12757-12759]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-05327]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-77298; File No. SR-EDGX-2016-14]
Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change to Reflect
a Legal Name Change by BATS Global Markets, Inc. and the Legal Names of
Certain Subsidiaries
March 4, 2016.
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 February 26, 2016, EDGX Exchange, Inc. f/k/a EDGX Exchange,
Inc. (the ``Exchange''
[[Page 12758]]
or ``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, III
and III below, which Items have been prepared by the Exchange. The
Exchange has designated this proposal as one being concerned solely
with the administration of the Exchange pursuant to section
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(3) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is proposing a rule change to amend its rules as well
as certain corporate documents of the Exchange to reflect a legal name
change by the Exchange's ultimate parent entity, BATS Global Markets,
Inc. (the ``Parent'') to Bats Global Markets, Inc., and the legal names
of certain of the Parent's subsidiaries. As a result of this change,
the Exchange also proposes to amend its rules to change its name from
EDGX Exchange, Inc. to Bats EDGX Exchange, Inc. throughout its rules
and corporate documents.
The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange, on behalf of its Parent, recently filed to change the
Parent's legal name from ``BATS Global Markets, Inc.'' to ``Bats Global
Markets, Inc.'' \5\ For the 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 EDGX
Exchange, Inc. to Bats EDGX Exchange, Inc. throughout its rules and
corporate documents (collectively, with the other legal name changes
for Parent and certain of its subsidiaries, the ``name changes'').\6\
Therefore, the Exchange proposes to amend its: (i) Rulebook; (ii) fee
schedules applicable to its equity and options platforms issued
pursuant to Exchange Rules 15.1(a) and (c) (``Fee Schedules''); (iii)
Restated Certificate of Incorporation (``Certificate''); and (iv)
Fourth Amended and Restated Bylaws of the Exchange (``Bylaws'')
(collectively, the ``Operative Documents'') to reflect the name change
and to replace all references to ``BATS'' with ``Bats''.
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\5\ See Securities Exchange Act Release No. 77147 (February 16,
2016) (SR-EDGX-2016-04).
\6\ The Exchange initially filed the proposed fee [sic] change
on February 19, 2016 (SR-BYX-2016-06). On February 26, 2016, the
Exchange withdrew that filing and submitted this filing.
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The Exchange proposes to replace all references to BATS with Bats
throughout the Exchange's Rulebook and Fee Schedules. The Exchange
understands that its affiliated Exchanges also intend to file similar
proposed rule changes with the Commission to amend their exchange
names.\7\ Therefore, the Exchange proposes to amend the following rules
to reflect the name changes, including the expected filings by its
affiliates to amend their names: Rule 1.5 (Definitions), Rule 2.3
(Member Eligibility), Rule 2.10 (Affiliation Between Exchange and a
Member), Rule 2.11 (BATS Trading, Inc. as Outbound Router), Rule 2.12
(BATS Trading, Inc. as Inbound Router), Rule 11.11 (Routing to Away
Trading Centers), Rule 13.4 (Usage of Data Feeds), Rule 13.8 (EDGX Book
Feeds), Rule 13.9 (BATS Connect), Rule 14.2 (Investment Company Units),
Rule 14.8 (Portfolio Depository Receipts), Rule 16.1 (Definitions), and
Rule 21.9 (Order Routing). Throughout these rules, the Exchange
proposes the following changes:
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\7\ The Exchange's affiliates are EDGA Exchange, Inc., BATS
Exchange, Inc. and BATS Y-Exchange, Inc. The Exchange understands
that proposed rule changes are to be filed by each of its affiliates
to amend their names as follows: EDGA Exchange, Inc. would be
changed to Bats EDGA Exchange, Inc., BATS Exchange, Inc. would be
amended to Bats BZX Exchange, Inc., and BATS Y-Exchange, Inc. would
be amended to Bats BYX Exchange, Inc.
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All references to ``EDGX Exchange'', ``EDGX EXCHANGE'' and
``EDGX EXCHANGE, Inc.'' are proposed to be changed to ``Bats EDGX
Exchange, Inc.''; \8\
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\8\ The Exchange does not propose to amend the name of EDGX
Options within its Rulebook and but does propose to amend the title
of its options fee schedule to replace ``BATS'' with ``Bats''.
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All references to ``EDGX'' in Rule 13.8 are proposed to be
changed to ``the Exchange'';
All references to ``BATS'' are proposed to be changed to
``Bats'';
All references to the Parent are proposed to be changed to
``Bats Global Markets, Inc.'' (which includes changes from ``BATS'' to
``Bats'' as well as the correction of pre-existing errors in such
references);
All references to ``BATS Exchange, Inc.'' are proposed to
be changed to ``Bats BZX Exchange, Inc.'';
All references to ``BATS Y-Exchange, Inc.'' are proposed
to be changed to ``Bats BYX Exchange, Inc.'';
All references to ``EDGA Exchange, Inc.'' are proposed to
be changed to ``Bats EDGA Exchange, Inc.''
In addition to these changes, the Exchange proposes to modify its
Fee Schedules to reflect the name change of the Exchange to Bats EDGX
Exchange \9\ and to change all references to ``BATS'' to instead refer
to ``Bats''. The Exchange also proposes on its Fee Schedules to refer
to its affiliates, Bats BZX Exchange, Inc. and Bats BYX Exchange, Inc.
(as each is proposed to be re-named), simply as ``BZX'' and ``BYX'',
respectively. The Exchange believes that this is more consistent with
other references on the Fee Schedules, such as the general references
to ``EDGA'', which refer to the Exchange's affiliate, Bats EDGA
Exchange, Inc. (as proposed to be re-named).
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\9\ The Exchange notes that the Exchange will continue to be
referred to as ``EDGX'' in certain areas of the Fee Schedules. These
areas of the Fee Schedules are: (i) The Fee Codes and Associated
Fees table; (ii) footnote 1 under Membership Fees; (iii) Bats
Connect pricing table; and (iv) Unicast Access--Order Entry.
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The Exchange also proposes to amend Article First of the
Certificate to change the name of the Exchange to Bats EDGX Exchange,
Inc. and make conforming changes throughout, including the title of the
Certificate. The Exchange proposes to amend the Bylaws to amend the
title to reflect that the Bylaws will be titled the ``FIFTH AMENDED AND
RESTATED BYLAWS OF BATS EDGX EXCHANGE, INC.'' The Exchange also
proposes to amend Article I, paragraph (f) and Article XI, section 2 to
reflect the name changes.
The name change from EDGX Exchange, Inc. to Bats EDGX Exchange,
Inc. is a non-substantive change. No changes to the ownership or
structure of
[[Page 12759]]
the Exchange or BATS Global Markets, Inc. have taken place.
2. Statutory Basis
The Exchange believes that its proposal is consistent with section
6(b) of the Act,\10\ in general, and furthers the objectives of section
6(b)(5) of the Act,\11\ in particular, in that it is designed to
promote just and equitable principles of trade, 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. The Exchange also believes that the proposed rule change is
consistent with section 6(b)(1) of the Act \12\ in that it is designed
to continue to ensure that the Exchange is so organized and has the
capacity to carry out the purposes of Act and to comply, and enforce
compliance by its members with the provisions of the Act and the rules
and regulations thereunder, and rules of the Exchange. The Exchange is
proposing amendments to the Operative Documents to effectuate its name
change to Bats EDGX Exchange, Inc. and to reflect the name changes of
its affiliates. These changes are limited to capitalization and
ministerial name changes and to reflect similar proposed rule changes
to be submitted to the Commission by the Exchange's affiliates. The
Exchange believes that the changes will protect investors and the
public interest by eliminating confusion that may exist because of
differences between its corporate name and the new naming conventions
of the Parent and its subsidiaries, including the Exchange.
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\10\ 15 U.S.C. 78f.
\11\ 15 U.S.C. 78f(b)(5).
\12\ 15 U.S.C. 78f(b)(1).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Because the rule change proposes ministerial changes related to the
administration, and not the governance or operation, of the Exchange,
the Exchange 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
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from Members or other interested
parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because it is concerned solely with the administration of the
Exchange, the foregoing proposed rule change has become effective
pursuant to section 19(b)(3)(A)(iii) of the Act \13\ and Rule 19b-
4(f)(3) thereunder.\14\
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\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 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: (1)
Necessary or appropriate in the public interest; (2) for the protection
of investors; or (3) otherwise in furtherance of the purposes of the
Act. If the Commission takes such action, the Commission shall
institute proceedings to determine whether the proposed rule should be
approved or 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-EDGX-2016-14 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-EDGX-2016-14. 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 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-EDGX-2016-14, and should be
submitted on or before March 31, 2016.
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\15\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
Brent J. Fields,
Secretary.
[FR Doc. 2016-05327 Filed 3-9-16; 8:45 am]
BILLING CODE 8011-01-P