
[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79396-79397]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31925]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76654; File No. SR-Phlx-2015-105]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Exchange's Certificate of Formation, By-Laws and First Amended Limited 
Liability Company Agreement

December 15, 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 December 9, 2015, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``SEC'' or 
``Commission'') the 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 the 
Substance of the Proposed Rule Change

    The Exchange is filing this proposed rule change with respect to 
amendments of its Certificate of Formation (the ``Charter''), By-Laws 
(the ``By-Laws'') and First Amended Limited Liability Company Agreement 
(the ``LLC Agreement'') to change its name to NASDAQ PHLX LLC. The 
proposed amendments will be implemented on a date designated by the 
Exchange, which shall be at least 30 days from the date of this filing. 
The text of the proposed rule change is available on the Exchange's Web 
site at http://nasdaqomxphlx.cchwallstreet.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 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 Exchange's 
parent company and sole member (the ``Parent'') recently changed its 
legal name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc.\3\ For 
purposes of consistency, the Parent also has decided to change the 
legal names of certain of its subsidiaries to eliminate references to 
OMX. The Exchange therefore proposes to amend its Charter, By-Laws and 
LLC Agreement to change its legal name from NASDAQ OMX PHLX LLC to 
NASDAQ PHLX LLC.
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    \3\ See Securities Exchange Act Release No. 75421 (July 10, 
2015), 80 FR 42136 (July 16, 2015) (SR-BSECC-2015-001, SR-BX-2015-
030, SR-NASDAQ-2015-058, SR-Phlx-2015-46, SR-SCCP-2015-01).
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    Specifically, the Exchange 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.\4\ In addition, the Exchange proposes to amend the title and 
Article I(k) of the By-Laws to reflect the new name. The Exchange also 
proposes to amend the first paragraph of the By-Laws to refer to the 
Exchange's Second Amended Limited Liability Company Agreement, which it 
will enter into in connection with the name change and which will 
replace the current LLC Agreement.
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    \4\ On the Exchange's Web site (http://nasdaqomxphlx.cchwallstreet.com), the Certificate of Formation and 
Certificate of Amendment will appear as two separate documents, 
which is consistent with how they will appear in the records of the 
Secretary of State of the State of Delaware.
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    With respect to the current LLC Agreement, the Exchange proposes to 
amend the title, the first paragraph, the recitals and the signature 
page to reflect the Exchange's proposed name change, the Parent's 
recent name change and the entry by the Parent into the Second Amended 
Limited Liability Company Agreement to effectuate both of the 
aforementioned changes. The Exchange also proposes to update section 1 
and Schedule A to reflect its proposed name change, sections 13 and 17 
to use the defined term ``Stockholder'' for the Parent and Schedules A 
and B to reflect the Parent's recent name change.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Act,\5\ in general, and furthers the objectives of section 
6(b)(5) of the Act,\6\ 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 is proposing amendments to its Charter, By-Laws and LLC 
Agreement to effectuate its name change to NASDAQ PHLX LLC and to 
reflect the Parent's recent name change to Nasdaq, Inc. 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 current global branding of the 
Parent and its affiliated entities, including the Exchange.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance and not 
to the operations of the Exchange, the

[[Page 79397]]

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

    No written comments were either solicited or 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 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)(iii) of the Act \7\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6).
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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: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) 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-Phlx-2015-105 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-Phlx-2015-105. 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-Phlx-2015-105, 
and should be submitted on or before January 11, 2016.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31925 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P


