
[Federal Register Volume 80, Number 239 (Monday, December 14, 2015)]
[Notices]
[Pages 77394-77396]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31326]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76588; File No. SR-C2-2015-034]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Certificate of Incorporation of Its Parent Company

December 8, 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 November 25, 2015, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') 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 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 proposes to amend the certificate of incorporation of 
its parent Company, CBOE Holdings, Inc. (``CBOE Holdings''). The text 
of the proposed rule change is available on the Exchange's Web site 
(http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the 
Exchange's Office of the Secretary, 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.

[[Page 77395]]

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

1. Purpose
    On May 21, 2015, CBOE Holdings' stockholders approved proposed 
amendments to the Certificate. On October 22[sic], 2015, in accordance 
with Article Eleventh of the Certificate, the Exchange submitted a rule 
filing proposing to make the approved amendments to the Certificate.\3\ 
The Exchange notes however, that it inadvertently omitted in its rule 
filing two changes to the Certificate in the Exhibit 5 that had been 
approved by CBOE Holdings' shareholders. In order to conform the 
current Certificate to the Certificate approved by CBOE Holdings' 
shareholders in May 2015, CBOE Holdings proposes to correct the omitted 
changes. First, in Article Third, the Exchange had omitted to eliminate 
the word ``other'' from the following language ``The nature of the 
business or purposes to be conducted or promoted by the Corporation is 
to engage in any other lawful act or activity for which corporations 
may be organized under the GCL.'' The Exchange believes that the 
reference to ``other'' in this section is unnecessary and that the 
change is non-substantive and clarifying in nature. The Exchange notes 
that the proposed change does not affect the rights of shareholders.
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    \3\ See Securities Exchange Act Release No. 76281 (October 27, 
2015), 80 FR 211 [sic] (November 2, 2015) (SR-C2-2015-026).
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    Next, CBOE Holdings proposes to correct an error related to the 
ownership concentration limitation. Particularly, CBOE Holdings had 
proposed to remove references to the 10% ownership concentration 
limitation applicable before CBOE Holdings' initial public offering 
(``IPO'') in 2010, as discussed in SR-C2-2015-026.\4\ This change did 
not change the current ownership concentration limitation, which is 
20%. In Article Sixth, subparagraph (b)(iii), the Exchange 
inadvertently omitted references to both 10% and 20%. Specifically, the 
language ``10% or 20% (as applicable at such time)'' was eliminated in 
its entirety. CBOE Holdings notes that only ``10% or'' and ``(as 
applicable at such time)'' should have been eliminated (i.e., reference 
to 20% should have remained). Accordingly, CBOE Holdings proposes to 
add ``20%'', the current ownership concentration limitation, back into 
Article Sixth, Subparagraph (b)(iii).
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    \4\ Id.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\5\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \6\ requirements that the rules of an exchange be 
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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \7\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
    \7\ Id.
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    In particular, CBOE Holdings believes the proposed amendments to 
its Certificate are non-substantive and clarifying in nature, 
alleviating potential confusion. Additionally, CBOE Holdings believes 
that conforming the current Certificate to the Certificate approved by 
CBOE Holdings' shareholders on May 21, 2015, alleviates potential 
confusion. The alleviation of potential confusion removes impediments 
to and perfects the mechanism of a free and open market and a national 
market system, and, in general, protect investors and the public 
interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of CBOE 
Holdings and not to the operations 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 neither solicited nor received comments on the 
proposed rule change.

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

    Because the 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 if consistent with the protection of investors 
and the public interest, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) 
thereunder.\9\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
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    In its filing, the Exchange requested that the Commission waive 
both the 5 business day prefiling requirement as well as the 30-day 
operative delay so that the Exchange can expeditiously obtain 
effectiveness, as required by CBOE Holdings' governing documents, for 
two changes approved by CBOE Holdings' shareholders to the Certificate 
of Incorporation of CBOE Holdings that the Exchange failed to correctly 
mark in the recent filing it submitted to seek effectiveness of the 
overall package of shareholder-approved changes.
    The Commission believes that waiving the 5 business day prefiling 
requirement and the 30-day operative delay is consistent with the 
protection of investors and the public interest, as it will allow two 
non-controversial proposed conforming edits to the CBOE Holdings 
Certificate of Incorporation to take effect without delay. The 
Commission notes the Exchange previously filed to amend the Certificate 
and that filing has since become effective. The Exchange represents 
that the change to Article Third is non-substantive and non-
controversial. The change to Article Sixth corrects an obvious 
typographical error, as the language continued to reference the 
ownership concentration limit but failed to include the limit's 
numerical expression. That limit is contained elsewhere in Article 
Sixth (b), including in the opening paragraph. Accordingly, adding a 
reference to the long-standing ``20%'' back to paragraph (b)(iii) is a 
conforming edit to fill an obvious gap created by a rule text marking 
error in the Exchange's recent filing. The two proposed edits do not 
raise any new or novel issues, and allowing these edits to be made 
without further delay will allow the Exchange to promptly update the 
Certificate of Incorporation of CBOE Holdings. For this reason, the

[[Page 77396]]

Commission designates the proposed rule change to be operative upon 
filing.\10\
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    \10\ For purposes only of waiving the 30-day operative delay, 
the Commission has also 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-C2-2015-034 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-C2-2015-034. 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-C2-2015-034 and should be 
submitted on or before January 4, 2016.
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    \11\ 17 CFR 200.30-3(a)(12) and (59).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
Brent J. Fields,
Secretary.
[FR Doc. 2015-31326 Filed 12-11-15; 8:45 am]
 BILLING CODE 8011-01-P


