[Federal Register Volume 82, Number 207 (Friday, October 27, 2017)]
[Notices]
[Pages 49877-49879]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23377]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81924; File No. SR-BatsBZX-2017-69]


Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
to Its Amended and Restated Certificate of Incorporation

October 23, 2017.
    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 October 13, 2017, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``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 Substance 
of the Proposed Rule Change

    The Exchange seeks to amend its Amended and Restated Certificate of 
Incorporation. The text of the proposed rule change is provided below.

(additions are italicized; deletions are [bracketed])
* * * * *

Amended and Restated Certificate of Incorporation of Bats BZX Exchange, 
Inc.

    The name of the corporation is Bats BZX Exchange, Inc. The 
corporation filed its original Certificate of Incorporation with the 
Secretary of State of the State of Delaware on November 1, 2007 under 
the name BATS Exchange, Inc. This Amended and Restated Certificate of 
Incorporation of the corporation, which restates and integrates and 
also further amends the provisions of the corporation's Certificate of 
Incorporation, was duly adopted in accordance with the provisions of 
Sections 242 and 245 of the General Corporation Law of the State of 
Delaware and by the written consent of its sole stockholder in 
accordance with Section 228 of the General Corporation Law of the State 
of Delaware. The [Amended and Restated]Certificate of Incorporation of 
the corporation is hereby amended, integrated and restated to read in 
its entirety as follows:
* * * * *
    The text of the proposed rule change is available at the Exchange's 
Web site at www.bats.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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    BZX recently amended its Certificate of Incorporation in connection 
with a corporate transaction (the ``Transaction'') involving, among 
other things, the recent acquisition of BZX, along with Bats BZY 
Exchange, Inc. (``Bats BYX''), Bats EDGX Exchange, Inc. (``Bats 
EDGX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and, together with 
Bats BYX, Bats EDGX, and Bats BZX, the ``Bats Exchanges'') by CBOE 
Holdings, Inc. (``CBOE Holdings''). CBOE Holdings is also the parent of 
Chicago Board Options Exchange, Incorporated (``CBOE'') and C2 Options 
Exchange, Incorporated (``C2''). Particularly, the filing proposed, 
among other things, to amend and restate the certificate of 
incorporation of the Exchange based on certificates of

[[Page 49878]]

incorporation of CBOE and C2.\3\ The Exchange notes that in conforming 
the Exchange's Certificate to the certificates of CBOE and C2, it 
inadvertently (1) did not comply with a provision of Delaware law and 
(ii) referred to an inaccurate version of the Certificate in the 
introductory paragraph. The Exchange seeks to correct those errors.
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    \3\ See Securities Exchange Act Release No. 81497 (August 30, 
2017), 82 FR 42181 (September 6, 2017) (SR-BatsBZX-2017-55).
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    Particularly, Section 245(c) of the Delaware General Corporation 
Law (DGCL) requires that a restated certificate of incorporation 
``shall state, either in its heading or in an introductory paragraph, 
the corporation's present name, and, if it has been changed, the name 
under which it was originally incorporated, and the date of filing of 
its original certificate of incorporation with the secretary of 
state.'' The Exchange notes that the conformed Certificate did not 
reference the name under which the corporation was originally 
incorporated (i.e., ``BATS Exchange, Inc.''). In order to comply with 
Section 245(c) of the DGCL, the Exchange proposes to amend its 
Certificate to add a reference to its original name.
    The Exchange also notes that the last sentence of the introductory 
paragraph which provides that the current certificate is ``amended, 
integrated and restated to read in its entirety as follows:'' 
mistakenly references the new title of the amended Certificate (i.e., 
``Amended and Restated Certificate of Incorporation'') instead of the 
title of the then current (and now previous) Certificate (``Certificate 
of Incorporation''). As such, the Exchange proposes to eliminate the 
new title reference ``Amended and Restated'' from that sentence to 
accurately reflect the correct version of the Certificate that was 
amended and restated.
    The Exchange notes that the proposed changes are concerned solely 
with the administration of the Exchange and do not affect the meaning, 
administration, or enforcement of any rules of the Exchange or the 
rights, obligations, or privileges of Exchange members or their 
associated persons is [sic] any way.
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.\4\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \5\ 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) \6\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ Id.
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    In particular, the Exchange believes correcting inadvertent non-
substantive, technical errors in its Certificate in order to comply 
with Delaware law and reflect the correct and accurate version of the 
Certificate that was amended will avoid potential confusion, thereby 
removing impediments to, and perfecting the mechanism for a free and 
open market and a national market system, and, in general, protecting 
investors and the public interest of market participants. As noted 
above, the proposed changes do not affect the meaning, administration, 
or enforcement of any rules of the Exchange or the rights, obligations, 
or privileges of Exchange members or their associated persons is any 
way.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Rather, the proposed rule change is merely 
attempting to correct inadvertent technical errors in the Exchange's 
introductory paragraph of its Certificate. The proposed rule change has 
no impact on competition.

(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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \7\ and paragraph (f) of Rule 19b-4 \8\ 
thereunder. 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 will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f).
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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-BatsBZX-2017-69 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-BatsBZX-2017-69. 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

[[Page 49879]]

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. Persons submitting comments are cautioned that we do 
not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
BatsBZX-2017-69 and should be submitted on or before November 17, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23377 Filed 10-26-17; 8:45 am]
BILLING CODE 8011-01-P


