
[Federal Register Volume 80, Number 112 (Thursday, June 11, 2015)]
[Notices]
[Pages 33305-33308]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-14243]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75116; File No. SR-MIAX-2015-38]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of a Proposed Rule Change by Miami International 
Securities Exchange LLC To Amend the Amended and Restated Certificate 
of Incorporation and the Amended and Restated By-Laws of the Sole 
Limited Liability Company Member of MIAX, Miami International Holdings, 
Inc.

June 5, 2015.
    Pursuant to the provisions of 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 28, 2015, Miami International Securities 
Exchange LLC (``MIAX'' or ``Exchange'') filed with the Securities and 
Exchange Commission (``Commission'') a proposed rule change as 
described in Items I, II, and III 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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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the Amended and Restated 
Certificate of Incorporation and the Amended and Restated By-Laws of 
the sole limited liability company member of MIAX, Miami International 
Holdings, Inc.
    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at 
MIAX's principal office, 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 aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend certain sections of: (i) The Amended 
and Restated Certificate of Incorporation (``MIH Certificate of 
Incorporation''), and (ii) the Amended and Restated By-Laws (``MIH By-
Laws''), of the sole limited liability company member of the Exchange, 
Miami International Holdings, Inc. (``MIH'') to replace all references 
to MIAX contained therein with references to a new defined term 
``Controlled National Securities Exchange.'' This proposed amendment is 
based upon use of the identical defined term in the corporate documents 
of another national securities exchange.\3\ The term ``Controlled 
National Securities Exchange'' is proposed to be defined as any 
national securities exchange which MIH shall control, directly or 
indirectly.\4\ As proposed, the defined term ``Controlled National 
Securities Exchange'' would be more comprehensive than simple 
references to MIAX in that it would equally apply to any other national 
securities exchange that MIH may control, directly or indirectly, in 
the future. As specifically noted in the proposed MIH Certificate of 
Incorporation and MIH By-Laws,\5\ such defined term would continue to 
cover MIAX (the sole national securities exchange currently controlled, 
directly or indirectly, by MIH) for so long as MIAX is controlled, 
directly or indirectly, by MIH. The Exchange also proposes to amend the 
MIH Certificate of Incorporation to make other non-substantive 
revisions which (i) correspond to the aforementioned updated references 
to ``Controlled National Securities Exchange,'' and (ii) reflect other 
minor changes to charter provisions no longer applicable since the 
Commission granted the Exchange's registration as a national securities 
exchange on December 3, 2012.\6\
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    \3\ See Certificate of Incorporation of International Securities 
Exchange Holdings, Inc. (``ISE Holdings''), Article Fourth, Section 
III, Articles Tenth through Fourteenth; Second Amended and Restated 
By-Laws of ISE Holdings, Article I, Sections 1.4, 1.5 and 1.6, 
Article X, Section 10.1 and Article XI, Sections 11.1(b) and 
11.2(b). See also Securities Exchange Act Release Nos. 59135 
(December 22, 2008), 73 FR 79954 (December 30, 2008) (SR-ISE-2008-
85).
    \4\ Such other national securities exchange has defined the term 
in substantially the same manner as proposed to be defined by MIAX. 
See Certificate of Incorporation of ISE Holdings, Article Fourth, 
Section III(a); Second Amended and Restated By-Laws of ISE Holdings, 
Article I, Section 1.4. See also Securities Exchange Act Release 
Nos. 59135 (December 22, 2008), 73 FR 79954 (December 30, 2008) (SR-
ISE-2008-85).
    \5\ See Amended and Restated Certificate of Incorporation of 
MIH, Article Eighth; Amended and Restated By-Laws of MIH, Article 
VI, Section 2.
    \6\ See Securities Exchange Act Release No. 68341 (December 3, 
2012), 77 FR 73089 (December 7, 2012) (File No. 10-207).
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MIH Certificate of Incorporation

    The Exchange proposes to amend the MIH Certificate of Incorporation 
to substitute references to MIAX with the defined term ``Controlled 
National Securities Exchange'' and define it in Article EIGHTH as 
follows:

For so long as this Corporation shall control, directly or indirectly, 
one or more national securities exchange (each a ``Controlled National 
Securities Exchange''), including but not limited to Miami 
International Securities Exchange, LLC, or a facility thereof . . . .

Article EIGHTH would thereby make clear that MIAX is covered as a 
Controlled National Securities Exchange. The terminology ``Controlled 
National Securities Exchange,'' ``a Controlled National Securities 
Exchange,'' or ``each Controlled National Securities Exchange'' would 
be substituted in place of the terminology ``Miami International 
Securities Exchange, LLC'' or ``the Miami International Securities 
Exchange, LLC'' in Article EIGHTH (to require that any amendment to or 
any repeal of any provision of the MIH Certificate of Incorporation be 
submitted to the Board of Directors of each Controlled National 
Securities Exchange), Article NINTH and Article NINTH subsections 
(a)(ii), (b)(i), and (b)(ii)(B) (to impose limitations on the voting, 
transfer and ownership of shares of MIH's capital stock for so long as 
MIH shall control, directly or indirectly, any Controlled National 
Securities Exchange).
    These changes would (i) enable the MIH Certificate of Incorporation 
to accommodate the potential future ownership of more than one national 
securities exchange by MIH, and (ii) ensure that any such future MIH 
Controlled National Securities Exchange would enjoy and would be 
subject to the same requirements, limitations and other self-regulatory 
organization

[[Page 33306]]

(``SRO'') standards as currently apply with respect to MIAX under MIH's 
charter documents. This amendment would not affect any of the 
requirements, limitations or other SRO standards which currently, and 
will continue to, apply with respect to MIAX under MIH's charter 
documents. No changes to the ownership or corporate structure of MIAX 
or MIH are proposed by this proposed rule change.
    The Exchange also proposes to clarify the defined term ``Exchange 
Member'' in Article NINTH, Subsection (a)(ii)(D), so that it would 
apply to ``any Person that is a registered broker or dealer that has 
been admitted to membership in a Controlled National Securities 
Exchange'' rather than to ``any Person that is a registered broker or 
dealer that has been admitted to membership in the national securities 
exchange known as Miami International Securities, LLC'' as it is 
currently defined. This change would broaden the defined term 
``Exchange Member'' to include any member of an applicable Controlled 
National Securities Exchange, so that it would not be limited to 
members of MIAX alone, and to correspond to the updated references to a 
Controlled National Securities Exchange replacing MIAX elsewhere in the 
MIH Certificate of Incorporation.
    In addition to the changes set forth above, the Exchange proposes 
to make the following non-substantive changes to the MIH Certificate of 
Incorporation: (i) Define the Securities Exchange Act of 1934, as 
amended, as ``(the `Act')'' in Article FOURTH, subsection D7(a), and 
(ii) clarify in Article EIGHTH and Article TENTH, Section (b) that the 
references to the MIH Certificate of Incorporation are references to 
the ``Amended and Restated'' Certificate of Incorporation of MIH. The 
Exchange also proposes to delete dated references to time periods and 
events that have expired. Specifically, the Exchange proposes to delete 
text in Articles EIGHTH and NINTH referring to commencement of certain 
obligations upon the registration of MIAX as a national securities 
exchange, since such registration was granted on December 3, 2012.\7\ 
These clarifying changes would make the MIH Certificate of 
Incorporation more concise, clear and understandable for, and eliminate 
the potential for confusion to, an investor in MIH, a MIAX member or 
other reader of the MIH Certificate of Incorporation.
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    \7\ See supra note 6.
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MIH By-Laws

    The Exchange proposes to amend the MIH By-Laws to substitute 
references to MIAX with the defined term ``Controlled National 
Securities Exchange'' and define it in Article VI, Section 2 as ``any 
national securities exchange which this Corporation shall control, 
directly or indirectly (each, a `Controlled National Securities 
Exchange'), including but not limited to Miami International Securities 
Exchange, LLC. . .''. Article VI, Section 2 would thereby make clear 
that MIAX is covered as a Controlled National Securities Exchange. The 
terminology ``Controlled National Securities Exchange,'' ``a Controlled 
National Securities Exchange,'' ``any Controlled National Securities 
Exchange,'' ``each Controlled National Securities Exchange,'' or ``such 
Controlled National Securities Exchange'' would replace the terminology 
``Miami International Securities Exchange, LLC'' or ``the Miami 
International Securities Exchange, LLC'' in MIH By-Law Article VI, 
Section 2 (regarding meetings of LLC Members or Stockholders of any 
Controlled National Securities Exchange), Article VII, Sections 1 
through 6 (regarding SRO Function of any Controlled National Securities 
Exchange), Article XI, Section 2 (regarding liability to exchange 
members for loss or damage arising out of their use or enjoyment of the 
facilities of any Controlled National Securities Exchange), and Article 
XII, Section 1 (requiring that any amendment to or repeal of any MIH 
By-Law provision be submitted to the Board of Directors of a Controlled 
National Securities Exchange).
    These changes would (i) enable the MIH By-Laws to accommodate the 
potential future ownership of more than one national securities 
exchange by MIH, and (ii) ensure that any such future MIH Controlled 
National Securities Exchange would enjoy and would be subject to the 
same requirements, limitations and other SRO standards as currently 
apply with respect to MIAX under MIH's charter documents. This 
amendment would not affect any of the requirements, limitations or 
other SRO standards which currently, and will continue to, apply with 
respect to MIAX under MIH's charter documents. No changes to the 
ownership or corporate structure of MIAX or MIH are proposed by this 
proposed rule change.
    The Exchange also proposes to add a reference to ``Stockholders'' 
in the caption of Article VI, Section 2, add a reference to ``meeting 
of stockholders'' in the text of Article VI, Section 2, and replace the 
defined term ``LLC Members'' with the more generic term 
``Equityholders'' in Article VI, Section 2 so that such MIH By-Law 
would equally apply to any stockholders of a Controlled National 
Securities Exchange that is a corporate entity in the same manner as it 
currently applies to limited liability members of MIAX. This change 
would correspond to the updated references to a Controlled National 
Securities Exchange replacing references to MIAX elsewhere in the MIH 
By-Laws.
    The Exchange believes that the foregoing changes are reasonably 
designed to ensure that any MIH Controlled National Securities Exchange 
will enjoy and be subject to the same requirements, limitations and 
other SRO standards that currently apply under MIH's charter documents 
with respect to MIAX, the only national securities exchange that is 
currently controlled, directly or indirectly, by MIH, including 
limitations upon ownership and voting of MIH capital stock and other 
requirements designed to preserve the independence of the self-
regulatory function of, and Commission oversight over, any Controlled 
National Securities Exchange. These changes will allow for greater 
flexibility in the corporate structure of MIH by enabling the MIH 
Certificate of Incorporation and MIH By-Laws to accommodate the 
potential future ownership of more than one national securities 
exchange by MIH. The Exchange notes that no changes to the ownership or 
corporate structure of either MIAX or MIH have occurred or are being 
proposed by this proposed rule change.
2. Statutory Basis
    MIAX believes that this proposed rule change is consistent with 
Section 6(b) of the Act \8\ in general, and furthers the objectives of 
Sections 6(b)(1) and 6(b)(5) of the Act \9\ in particular, in that it 
enables the Exchange to be so organized as to have the capacity to 
carry out the purposes of the Act and to comply, and to enforce 
compliance by its Members and persons associated with its Members with, 
the provisions of the Act, the rules and regulations thereunder, and 
the rules of the Exchange; and that it 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 facilitating transactions in securities, to 
remove impediments to and perfect the mechanisms of a free and open 
market and a national market system and, in

[[Page 33307]]

general, to protect investors and the public interest.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1) and (b)(5).
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    Specifically, this proposed rule change is consistent with and will 
facilitate an ownership structure by MIH that will continue to provide 
the Commission with appropriate oversight tools to ensure that the 
Commission will have the ability to enforce the Act with respect to not 
only MIAX, but with respect to any other national securities exchange 
that may in the future be controlled, directly or indirectly, by MIH, 
and with respect to MIH as the parent entity of any such Controlled 
National Securities Exchange. It is further consistent with and will 
facilitate an ownership structure that will provide the Commission with 
appropriate oversight tools to ensure that the Commission will have the 
ability to enforce the Act with respect to MIH's directors, officers, 
employees and agents to the extent they are involved in the activities 
of a Controlled National Securities Exchange.
    This proposed rule change is also consistent with and will 
facilitate an ownership structure of any national securities exchange 
that may in the future be controlled, directly or indirectly, by MIH, 
by providing such Controlled National Securities Exchange with 
appropriate oversight tools to carry out the purposes of, and to comply 
with, the Act, and to enforce compliance by MIH as the parent holding 
entity, by the Controlled National Securities Exchange's members and 
persons associated with such members, and by MIH's directors, officers, 
employees and agents to the extent they are involved in the activities 
of such Controlled National Securities Exchange, with the Act, the 
rules and regulations thereunder, and the internal rules of such 
Controlled National Securities Exchange as applicable.
    This proposed rule change is also consistent with and will help to 
ensure that the requirements, limitations and other SRO standards that 
currently apply with respect to MIAX pursuant to MIH's charter 
documents, would also equally apply with respect to any other national 
securities exchange that MIH may in the future control, directly or 
indirectly, thereby serving to prevent fraudulent and manipulative acts 
and practices, promote just and equitable principles of trade, foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, remove impediments to and perfect the 
mechanisms of a free and open market and a national market system, and 
protect investors and the public interest.
    For example, the equal application of specifically enumerated 
requirements regarding the election of directors by MIH as the LLC 
Member of MIAX,\10\ and on other corporate functions of MIH as the 
parent entity of MIAX, to MIH in its capacity as an Equityholder or 
parent entity of a Controlled National Securities Exchange, will 
preserve the independence of the self-regulatory function of, and 
provide for Commission oversight over, such Controlled National 
Securities Exchange. Such corporate functions of MIH include those 
functions concerning confidentiality, record-keeping and cooperation 
with the Commission to the extent related to the operations, 
administration, self-regulatory function or other activities of a 
Controlled National Securities Exchange.\11\ MIH charter provisions 
regarding the foregoing are intended to facilitate the free exercise of 
the self-regulatory function of a Controlled National Securities 
Exchange and protect against inappropriate interference with such 
function.\12\ Free exercise of the self-regulatory function of the 
Controlled National Securities Exchange and protection against 
inappropriate conflict or interference with such function will be 
further achieved by requiring that any amendment or repeal of MIH 
charter provisions be submitted to the Board of Directors of each 
Controlled National Securities Exchange and filed with and approved by 
the Commission if required,\13\ and by imposing limitations on the 
voting, transfer and ownership of shares of MIH's capital stock for so 
long as MIH controls, directly or indirectly, any Controlled National 
Securities Exchange.\14\
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    \10\ See Amended and Restated By-Laws of MIH, Article VI, 
Section 2.
    \11\ See Amended and Restated By-Laws of MIH, Article VII.
    \12\ See Amended and Restated By-Laws of MIH, Article VII, 
Section 1.
    \13\ See Amended and Restated Certificate of Incorporation of 
MIH, Article Eighth.
    \14\ See Amended and Restated Certificate of Incorporation of 
MIH, Article Ninth and Article Ninth subsections (a)(ii), (b)(i), 
and (b)(ii)(B).
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    The Exchange's proposed amendments also address other non-
substantive revisions which reflect changes since the Commission 
granted the Exchange's registration as a national securities exchange 
on December 3, 2012 \15\ in order to make the MIH Certificate of 
Incorporation more concise, clear and understandable for, and eliminate 
the potential for confusion to, an investor in MIH, a MIAX member or 
other reader of MIH's charter documents, thereby protecting investors 
and the public interest.
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    \15\ See supra note 6.
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    Finally, this proposed rule change is administrative in nature and 
does not propose any changes to MIH's or MIAX's current ownership or 
corporate structure or MIAX's operational or trading structure. The 
Exchange will continue to operate in the same manner following the 
proposed rule change as it operates today.

B. 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 changes to the 
MIH Certificate of Incorporation and MIH By-Laws are administrative in 
nature and are designed to enable the Exchange to be organized so as to 
have the capacity to carry out the purposes of the Act and to comply, 
and to enforce compliance by its Exchange Members and persons 
associated with its Exchange Members, with the provisions of the Act, 
the rules and regulations thereunder, and the rules of the Exchange. As 
such, this is not a competitive filing and thus does not impose any 
burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to 19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6) \17\ 
thereunder.
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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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    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

[[Page 33308]]

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-MIAX-2015-38 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-MIAX-2015-38. 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 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-MIAX-2015-38, 
and should be submitted on or before July 2, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-14243 Filed 6-10-15; 8:45 am]
 BILLING CODE 8011-01-P


