
[Federal Register Volume 80, Number 95 (Monday, May 18, 2015)]
[Notices]
[Pages 28315-28319]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-11872]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74930; File No. SR-NYSEMKT-2015-32]


Self-Regulatory Organizations; NYSE MKT, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the 
Constituent Documents of Its Intermediate Parent Companies NYSE 
Holdings, LLC., Intercontinental Exchange, Inc., To Eliminate Certain 
Provisions That by Their Terms Have Become Void and Are of No Further 
Force and Effect as a Result of the Sale by ICE of Euronext N.V. in 
June 2014 and Make Conforming Changes to the Independence Policy of the 
Board of Directors of ICE

May 12, 2015.
    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 May 1, 2015, NYSE MKT LLC (the ``Exchange'' or ``NYSE MKT'') 
filed with the Securities and Exchange Commission (the ``Commission'') 
the proposed rule change as described in Items I and II 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\ 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 constituent documents of its 
intermediate parent companies NYSE Holdings LLC, a Delaware limited 
liability company (``NYSE Holdings''), and Intercontinental Exchange 
Holdings, Inc., a Delaware corporation (``ICE Holdings''), and its 
ultimate parent company, Intercontinental Exchange, Inc., a Delaware 
corporation (``ICE''), to eliminate certain provisions that by their 
terms have become void and are of no further force and effect as a 
result of the sale by ICE of Euronext N.V. (``Euronext'') in June 2014. 
NYSE MKT also seeks approval of conforming

[[Page 28316]]

changes to the Independence Policy of the Board of Directors of ICE 
(the ``Independence Policy''). The text of the proposed rule change is 
available on the Exchange's Web site 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
    NYSE MKT requests approval to amend the constituent documents of 
its intermediate parent companies NYSE Holdings and ICE Holdings, and 
of its ultimate parent company, ICE, to eliminate certain provisions 
that by their terms have become void and are of no further force and 
effect as a result of the sale by ICE of Euronext in June 2014, upon 
consummation of which ICE, ICE Holdings and NYSE Holdings ceased to 
control Euronext.\3\ NYSE MKT also requests approval of conforming 
changes to the Independence Policy.\4\
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    \3\ ICE, a public company listed on the New York Stock Exchange 
(``NYSE''), owns 100% of ICE Holdings, which in turn owns 100% of 
NYSE Holdings. Through ICE Holdings, NYSE Holdings and NYSE Group, 
Inc., ICE indirectly owns (1) 100% of the equity interest of three 
registered national securities exchanges and self-regulatory 
organizations (together, the ``NYSE Exchanges'')--NYSE, NYSE Arca, 
Inc. (``NYSE Arca'') and NYSE MKT--and (2) 100% of the equity 
interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE Arca 
L.L.C. and NYSE Arca Equities, Inc. ICE also indirectly owns a 
majority interest in NYSE Amex Options LLC. See Exchange Act Release 
No. 70210 (August 15, 2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-
2013-42; SR-NYSEMKT-2013-50; SR-NYSEArca-2013-62) (``Release No. 
70210'') (approving proposed rule change relating to a corporate 
transaction in which NYSE Euronext will become a wholly owned 
subsidiary of Intercontinental Exchange Group, Inc.).
    \4\ NYSE MKT's affiliates NYSE and NYSE Arca have also submitted 
the same proposed rule change. See SR-NYSE-2015-18 and SR-NYSEArca-
2015-33.
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    NYSE MKT believes the proposed changes are desirable to avoid the 
potential for confusion that could arise if ICE, ICE Holdings and NYSE 
Holdings were to retain in their constituent documents or in the 
Independence Policy provisions that are no longer operative.
Background
    In 2007, NYSE MKT's direct parent, NYSE Group Inc. (``NYSE 
Group''), entered into a business combination transaction with Euronext 
N.V. (``Euronext'') in which NYSE Group and Euronext became wholly 
owned subsidiaries of a newly formed company, NYSE Euronext, a Delaware 
corporation. The Certificate of Incorporation and Bylaws of NYSE 
Euronext included provisions (a) requiring NYSE Euronext and its board 
of directors to give due consideration to requirements of European law 
and regulation applicable to the operation of Euronext's European 
business; (b) requiring NYSE Euronext and its board of directors to 
cause Euronext's subsidiaries to operate in compliance with applicable 
law and regulation and to cooperate with European regulators; (c) 
relating to board compositions and similar matters; and (d) prohibiting 
the amendment of such provisions without a supermajority vote of the 
directors in light of Euronext's minority representation on the board 
(collectively, the ``European Provisions''). NYSE Euronext's 
Certificate of Incorporation and Bylaws also included provisions for 
the automatic suspension or voiding of the European Provisions under 
specified circumstances, including circumstances under which NYSE 
Euronext no longer exercised a controlling interest (as therein 
defined) over Euronext (the ``Voiding Provisions'').\5\
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    \5\ See Exchange Act Release No. 55293026 [sic] (February 14, 
2007), 72 FR 8033 (Feb. 22, 2007) (SR-NYSE-2006-120).
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    In 2013, ICE Holdings (then known as IntercontinentalExchange, 
Inc.) entered into a business combination transaction with NYSE 
Euronext in which ICE Holdings and NYSE Holdings (then known as NYSE 
Euronext Holdings LLC), as successor to NYSE Euronext, became wholly 
owned subsidiaries of a newly formed company, ICE (then known as 
IntercontinentalExchange Group, Inc.). In connection with this 
transaction, the European Provisions and the Voiding Provisions were 
modified as they applied to NYSE Holdings and were incorporated, in 
substantially the same modified form, into the Certificate of 
Incorporation and Bylaws of ICE, along with the Voiding Provisions. In 
relevant part, the Voiding Provisions applicable to ICE and NYSE 
Holdings were modified to specify that the European Provisions would 
automatically become void and be of no further force and effect if at 
any time ICE or NYSE Holdings, as the case may be, ceased to 
``control'' Euronext, with ``control'' defined under International 
Financial Reporting Standard 10 (as in force at its date of first 
effectiveness on January 1, 2014), and with cessation of control 
subject to confirmation from the entity's registered public accountants 
and to a public disclosure requirement.\6\
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    \6\ See Exchange Act Release No. 70210, 78 FR at 51758.
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    In March 2014, in preparation for its announced plan to sell 
Euronext, ICE contributed its ownership of NYSE Holdings to ICE 
Holdings, and in connection therewith the Certificate and Bylaws of ICE 
Holdings were amended to incorporate the modified European Provisions 
and the modified Voiding Provisions.\7\ The Certificate of 
Incorporation and Bylaws of ICE and of ICE Holdings, and the Limited 
Liability Company Agreement of NYSE Holdings are referred to 
collectively as the ``Constituent Documents''.
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    \7\ See Exchange Act Release No. 71721 (Mar. 13, 2014), 79 FR 
15367 (Mar. 19, 2014) (SR-NYSE-2014-04; SR-NYSEMKT-2014-10; SR-
NYSEArca-2014-08).
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    In June 2014, ICE consummated the sale of substantially all of its 
interest in Euronext and, accordingly, ceased to control Euronext 
within the meaning of the Voiding Provisions. As a result, the Voiding 
Provisions in each of the Constituent Documents were triggered, and the 
European Provisions in the Constituent Documents automatically became 
void and are of no further force and effect.\8\
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    \8\ See Exchange Act Release No. 73740 (Dec. 4, 2014), 79 FR 
73362 (Dec. 10, 2014) (``Release No. 73740'') (SR-NYSE-2014-53; SR-
NYSEMKT-2014-83; SR-NYSEArca-2014-112), for additional information 
about the events that resulted in the triggering of the Voiding 
Provisions.
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    NYSE MKT accordingly proposes to make the following changes to the 
constituent documents of ICE, ICE Holdings and NYSE Holdings:
    Certificate of Incorporation of ICE. The Amended and Restated 
Certificate of Incorporation of ICE would be further amended and 
restated as set forth in Exhibit 5A to update the recitals in the 
initial certification and to eliminate the following provisions, which 
have become void and without further force and effect by operation of 
the indicated section because ICE no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art. 
V, Section A.3.(a)(ii),

[[Page 28317]]

(a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); Art. V, Section A.4.(b), 
A.8, A.9, A.10 and A.11; Art. V, Section B.2.(d); Art. V, Section 
B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and (c)(ii); Art. VII, clause 
(B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art. V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     In Art. V, Section A.3.(a)(i), a reference has been added 
to ICE Holdings and the erroneous name NYSE Euronext LLC has been 
corrected to refer to NYSE Holdings LLC. Additionally, references to 
ICE Holdings and NYSE Holdings have been added to Art. V, Section 
B.3.(a)(i). These matters were previously addressed in the last 
sentence of Section 3.15(g) of the Bylaws of ICE.
     Art. XIII itself is deleted because its sole purpose was 
to define the circumstances under which ICE would no longer control 
Euronext and to specify the provisions that became void upon such 
event. NYSE MKT believes it would be confusing to retain Art. XIII 
because it refers to events that have occurred and to provisions that 
will have been deleted.
     Art. XIV, establishing an effective time for the document, 
has been deleted because the effective time is addressed in the initial 
certification.
    Bylaws of ICE. The Fourth Amended and Restated Bylaws of ICE would 
be further amended and restated as set forth in Exhibit 5B to eliminate 
the following provisions, which have become void and without further 
force and effect by operation of the indicated section because ICE no 
longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at least 75% of the directors then in office'' in 
Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.1, where the reference to 75% of the 
directors then in office is eliminated, the standard for setting the 
number of directors is set to a majority of the directors then in 
office, which was the standard in effect at NYSE Group prior to the 
Euronext transaction in 2007.
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted. This provision was 
included to accommodate the interests of the Euronext-affiliated 
directors and, while it was not identified for automatic deletion, ICE 
views the requirement as imposing an unnecessary expense on ICE and 
believes the venue of meetings should be in the discretion of 
management.
     The last sentence of Section 3.15(g) (which will be 
redesignated Section 3.15) is deleted for the reasons discussed above 
under ``Certificate of Incorporation of ICE''.
     Section 8.6, applicable to records that relate to both a 
European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted because the definition of European Market Subsidiary and all 
other references to the term have been deleted.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above relating to Article XIII of the Certificate of 
Incorporation of ICE, and also because Section 10.9 refers to Stichting 
NYSE Euronext and its Articles of Formation, which no longer asserts 
any authority over ICE.\9\
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    \9\ See Release No. 73740, 79 FR at 73362 and note 9, supra.
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    Independence Policy. The Independence Policy would be revised to 
eliminate from paragraph 3 the references to European securities 
exchanges and European regulatory authorities that are no longer 
controlled by, or regulators of entities controlled by, ICE. See 
Exhibit 5C.
    Certificate of Incorporation of ICE Holdings. The Sixth Amended and 
Restated Certificate of Incorporation of ICE Holdings would be further 
amended and restated as set forth in Exhibit 5D to update the recitals 
in the initial certification and to eliminate the following provisions, 
which have become void and without further effect by operation of the 
indicated section because ICE Holdings no longer controls Euronext:
     Pursuant to Art. XIII, Section A.2., the following 
provisions are void and would be deleted: Art. V, Section A.2.(d); Art. 
V, Section A.3.(a)(ii), (a)(iii)(z), (b)(ii), (c)(i)(y) and (d)(i)(y); 
Art. V, Section A.4.(b), A.8, A.9, A.10 and A.11; Art. V, Section 
B.2.(d); Art. V, Section B.3.(a)(ii), (a)(iii)(z), (b)(ii), (b)(y) and 
(c)(ii); Art. VII, clause (B); and Art. X, clause (B).
     In addition, the phrases ``or any European Market 
Subsidiary (as defined below)'' has been deleted from Art. V, Section 
A.1., and the phrase ``or any European Market Subsidiary'' has been 
deleted from Art. V, Section B.1., in each case because the phrase 
refers to a term that is no longer used in the document.
     Art. XIII itself is deleted for the same reasons as 
discussed above for ICE.
    Bylaws of ICE Holdings. The Third Amended and Restated Bylaws of 
ICE Holdings would be further amended and restated as set forth in 
Exhibit 5E to eliminate the following provisions, which have become 
void and without further force and effect by operation of the indicated 
section because ICE Holdings no longer controls Euronext:
     Pursuant to Section 10.9(b)(3), the following provisions 
are void and would be deleted: Sections 3.14(a)(1), 3.14(b)(2), 
3.14(b)(4), 3.14(b)(6), 7.2, 8.1(b), 8.2(b), 8.2(c)(2), 8.3(b), 8.3(d), 
8.5, 9.2, 9.5, and 10.8; each occurrence of the words ``pursuant to a 
resolution adopted by at a majority of the directors then in office'' 
in Section 3.1; and additionally Sections 3.15(a), 3.15(b), 3.15(c), 
3.15(d), 3.15(e), 3.15(f), 11.1(b), 11.2(b) and 11.3(A).
     In Section 3.5, a provision calling for one board meeting 
to be held in Europe in each year is deleted, for the reasons discussed 
above under ``Bylaws of ICE.''
     Section 8.6 is deleted for the reasons discussed above 
under ``Bylaws of ICE''.
     Section 10.9 is deleted in its entirety for the reasons 
set forth above under ``Bylaws of ICE''.
    Limited Liability Company Agreement of NYSE Holdings. The Sixth 
Amended and Restated Limited Liability Company Agreement of NYSE 
Holdings would be further amended and restated as set forth in Exhibit 
5F to update the recitals and to eliminate the following provisions, 
which have become void and without further force and effect by 
operation of the indicated section because NYSE Holdings no longer 
controls Euronext:
     Pursuant to Section 16.3(b)(3), the following provisions 
are void and would be deleted: Sections 3.12(b)(1), 3.12(c)(2), 
3.12(c)(4), 3.12(c)(6),\10\ 12.1(b), 12.2(b), 12.2(c)(ii), 12.3(b), 
12.3(d), 12.4(b), 13.2, 14.2, 14.5, and 16.2; and, additionally, 
Sections 4.1(b), 9.1(a)(2)(d), 9.1(a)(3)(A)(ii), 9.1(a)(3)(A)(iii)(z), 
9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y), 9.1(a)(3)(D)(i)(y),\11\

[[Page 28318]]

9.1(a)(4)(b),\12\ 9.1(b)(2)(d), 9.1(b)(3)(A)(ii), 9.1(b)(3)(A)(iii)(z), 
9.1(b)(3)(B)(ii), 9.1(b)(3)(B)(y), 9.1(b)(3)(C)(ii), 16.1(a)(A) and 
16.1(b), and the definitions of ``Euronext College of Regulators'', 
``European Exchange Regulations'', ``European Regulated Market'', 
``European Regulator'', ``European Market Subsidiary'' and ``Europe'' 
set forth in Section 1.1.
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    \10\ The four subsections of Section 3.12 are mistakenly 
identified in Section 16.3(a) as subsections of Section 3.11.
    \11\ Sections 9.1(a)(3)(B)(ii), 9.1(a)(3)(C)(i)(y) and 
9.1(a)(3)(D)(i)(y) are mistakenly identified in Section 16.3 as 
subsections of Section 9.1(c)(3) rather than Section 9.1(a)(3).
    \12\ Section 9.1(a)(4)(b) is mistakenly identified in Section 
16.3 as a subsection of Section 9.1(c)(4) rather than Section 
9.1(a)(4).
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     Additional definitions that define terms no longer used in 
the document also are deleted from Section 1.1: ``Euronext'', 
``Euronext Call Option'', ``Euronext Transaction Time'', ``European 
Disqualified Person'', ``European Subsidiaries' Confidential 
Information'', ``Execution Date'', ``Extraordinary Transaction'', 
``Foundation'', ``Governmental Entity'' (and the reference to such term 
in the definition of ``Law''), ``Merger'' and ``Priority Shares''.
     Certain cross-references have been corrected in the 
definitions of ``ETP Holder'', ``MKT Member'', ``NYSE Arca'', ``NYSE 
Arca Equities'', ``NYSE Market'', ``NYSE Member'', ``NYSE MKT'', ``OTP 
Firm'', ``OTP Holder'' and ``U.S. Disqualified Person''.
     In Section 3.7, a provision calling for one board meeting 
to be held in Europe in each year is deleted for the reasons discussed 
above under ``Bylaws of ICE''.
     References to European filing requirements have been 
eliminated from Section 7.2.
     Section 12.4(c), applicable to records that relate to both 
a European Market Subsidiary and a U.S. Regulated Subsidiary, has been 
deleted for the reasons discussed above under ``Bylaws of ICE,'' 
Section 8.6.
     Section 16.3 itself is deleted for the reasons discussed 
under ``Certificate of Incorporation of ICE'' with reference to Art. 
XIII.
     The phrase ``or any European Market Subsidiary'' has been 
eliminated from Sections 9.1(a)(1) and 9.1(b)(1), in each case because 
the phrase refers to a term that is no longer used in the document.
    In each case, where a provision being eliminated falls within a 
numbered or lettered list, the subsequent numbers or letters, as the 
case may be, and related cross-references have been adjusted for 
continuity. In some cases where a list contains only a small number of 
items after eliminations, the number or lettering has been removed 
entirely.
    Other non-substantive conforming changes have been made as 
appropriate for clarity and consistency.
2. Statutory Basis
    NYSE MKT believes that the proposed rule change is consistent with 
Section 6(b) of the Exchange Act \13\ in general, and with Section 
6(b)(1) \14\ in particular, in that it enables NYSE MKT 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 NYSE MKT. The European Provisions were 
implemented at a time when NYSE MKT was owned by a company with 
substantial holdings of non-U.S. securities exchanges, substantial non-
U.S. board representation, and explicit obligations on the part of its 
board to give due consideration to matters of non-U.S. law and the 
interests of non-U.S. stakeholders. In light of the elimination of 
these concerns and the concomitant voiding of the European Provisions, 
NYSE MKT believes that the proposed rule change is consistent with 
Section 6(b)(1).
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(1).
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    NYSE MKT also believes that this filing furthers the objectives of 
Section 6(b)(5) of the Exchange Act \15\ because the proposed rule 
change would be consistent with and facilitate a governance and 
regulatory structure that 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 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. NYSE MKT believes that 
elimination of the European Provisions (which by their terms are now 
void and of no further force and effect) will remove impediments to the 
operation of NYSE MKT by eliminating the potential for uncertainty 
among analysts and investors as to the practical implications of the 
European Provisions on NYSE MKT as a marketplace and as a significant 
asset of ICE if they remain in the Constituent Documents 
notwithstanding their vitiation by the Voiding Provisions. For the same 
reasons, the proposed rule change is also designed to protect investors 
as well as the public interest.
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    \15\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    NYSE MKT 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 would shorten and simplify the Constituent Documents and the ICE 
Directors Independence Policy without making any substantive changes, 
thereby enhancing their transparency. The proposed rule change would 
result in no concentration or other changes of ownership of exchanges.

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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
Because the foregoing proposed rule change does not: (i) Significantly 
affect the protection of investors or the public interest; (ii) impose 
any significant burden on competition; and (iii) become operative for 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act and Rule 19b&4(f)(6) thereunder.\18\
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the text of the proposed rule change, 
at least five business days prior to the date of filing of the 
proposed rule change, or such shorter time as designated by the 
Commission. The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \19\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \20\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposal may

[[Page 28319]]

become operative immediately upon filing. The Exchange notes that such 
waiver would accommodate the timing of the effectiveness under the 
Delaware General Corporation Law of the Second Amended and Restated 
Certificate of Incorporation of ICE, which the Exchange represents will 
be filed in Delaware upon approval by the stockholders of ICE at the 
annual meeting of stockholders scheduled for May 2015. The Exchange 
believes that waiving the 30-day operative delay would permit the 
modifications to occur at an earlier time and thereby reduce the 
potential for confusion among persons reading the Constituent 
Documents. The Commission believes that waiving the 30-day operative 
delay is consistent with the protection of investors and the public 
interest. Therefore, the Commission hereby waives the operative delay 
and designates the proposed rule change operative upon filing.\21\
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    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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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 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 rule-comments@sec.gov. Please include 
File Number SR-NYSEMKT-2015-32 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-NYSEMKT-2015-32. 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-NYSEMKT-2015-32, and should 
be submitted on or before June 8, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-11872 Filed 5-15-15; 8:45 am]
 BILLING CODE 8011-01-P


