[Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)]
[Notices]
[Pages 50716-50719]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23737]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81957; File No. SR-BatsEDGA-2017-28]


Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Reflect in the Exchange's Governing Documents, Rulebook and Fee 
Schedule, a Non-Substantive Corporate Branding Change, Including 
Changes to the Company's Name, the Intermediate's Name, and the 
Exchange's Name

October 26, 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 16, 2017, Bats EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') 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 a rule change with respect to amendments of 
the Second Amended and Restated Certificate of Incorporation (the 
``Company's Certificate'') and Third Amended and Restated Bylaws (the 
``Company's Bylaws'') of its parent corporation, CBOE Holdings, Inc. 
(``CBOE Holdings'' or the ``Company'') to change the name of the 
Company to Cboe Global Markets, Inc. With respect to CBOE V, LLC, an 
intermediate Holding Company of the Exchange (the ``Intermediate''), 
the Exchange proposes to amend the Certificate of Formation and Limited 
Liability Company Operating Agreement of CBOE V, LLC (the ``Operating 
Agreement''), in connection with a related name change for the 
Intermediate. The Exchange also proposes to amend its Second Amended

[[Page 50717]]

and Restated Certificate of Incorporation (the ``Exchange 
Certificate''), Seventh Amended and Restated Bylaws of Bats EDGA 
Exchange, Inc. (the ``Exchange Bylaws''), rulebook and fee schedule 
(collectively ``operative documents'') in connection with the name 
change of its parent Company, Intermediate, and the Exchange.
    The text of the proposed rule change is also 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.

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

1. Purpose
Background
    The purpose of this filing is to reflect in the Exchange's 
governing documents (and the governing documents of its parent company, 
CBOE Holdings) and the Exchange's rulebook and fees schedules, a non-
substantive corporate branding change, including changes to the 
Company's name, the Intermediate's name, and the Exchange's name. 
Particularly, references to Company's, Intermediate's and Exchange's 
names will be deleted and revised to state the new names, as described 
more fully below. No other substantive changes are being proposed in 
this filing. The Exchange represents that these 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 any way. Accordingly, this filing is being 
submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the 
marked name changes, the Exchange represents that it will make the 
necessary non-substantive revisions described below to the Exchange's 
corporate governance documents, rulebook, and fees schedules, and post 
updated versions of each on the Exchange's Web site pursuant to Rule 
19b-4(m)(2).
The Company's Name Change
    In connection with the corporate name change of its parent company, 
the Exchange is proposing to amend the Company's Certificate and 
Bylaws. Specifically, the Company is changing its name from ``CBOE 
Holdings, Inc.'' to ``Cboe Global Markets, Inc.''.
(a) Company's Certificate
    The Exchange proposes to (i) delete the following language from 
Paragraph (1) of the introductory paragraph: ``The name of the 
Corporation is CBOE Holdings, Inc.'' and (ii) amend Article First of 
the Company's Certificate to reflect the new name, ``Cboe Global 
Markets, Inc.'' The Exchange also proposes to add clarifying language 
and cite to the applicable provisions of the General Corporation Law of 
the State of Delaware in connection with the proposed name change. The 
Exchange notes that it is not amending the Company's name in the title 
or signature line as the name changes will not be effective until the 
Company, as currently named, files the proposed changes in Delaware. 
Thereafter, the Exchange will amend the Certificate to reflect the new 
name in the title and signature line. The Exchange also notes that 
although the name of ``Chicago Board Options Exchange, Incorporated'' 
is changing to ``Cboe Exchange Inc.'', it is not amending the name of 
Chicago Board Options Exchange, Incorporated (``CBOE'') referenced in 
Article Fifth(a)(iii) at this time. Particularly, the Exchange notes 
that unlike the exception applicable to proposed changes to the 
Company's name,\3\ a vote of stockholders is required to adopt an 
amendment to the reference of CBOE's name. As such, the Exchange will 
submit a rule filing to amend the Certificate to reflect the new CBOE 
name at such time it is ready to obtain stockholder approval.
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    \3\ See Section 242(b) of the General Corporation Law of the 
State of Delaware.
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(b) Company's Bylaws
    With respect to the Company's Bylaws, references to ``CBOE 
Holdings, Inc.'' will be deleted and revised to state ``Cboe Global 
Markets, Inc.'' The Exchange also proposes to eliminate the reference 
to ``Chicago Board Options Exchange, Incorporated'' in Article 10, 
Section 10.2. Particularly, Section 10.2 provides that ``for so long as 
the Corporation shall control, directly or indirectly, any national 
securities exchange, including, but not limited to Chicago Board 
Options Exchange, Incorporated (a ``Regulated Securities Exchange 
Subsidiary''), before any amendment, alteration or repeal of any 
provision of the Bylaws shall be effective, such amendment, alteration 
or repeal shall be submitted to the board of directors of each 
Regulated Securities Exchange Subsidiary, and if such amendment, 
alteration or repeal must be filed with or filed with and approved by 
the Securities and Exchange Commission, then such amendment, alteration 
or repeal shall not become effective until filed with or filed with and 
approved by the Securities and Exchange Commission, as the case may 
be.'' As the Company currently controls a number of Regulated 
Securities Exchange Subsidiaries, it does not believe it is necessary 
to explicitly reference only Chicago Board Options Exchange, 
Incorporated and therefore proposes to delete the following language: 
``including, but not limited to Chicago Board Options Exchange, 
Incorporated''.
The Intermediate's Name Change
    For purposes of consistency, certain of the Parent's subsidiaries 
have also undertaken to change their legal names. As a result, the 
Exchange also proposes to change the name of the Intermediate from 
``CBOE V, LLC'' to ``Cboe Bats, LLC.''
(a) Certificate of Formation
    As it relates to the Certificate of Formation of CBOE V, LLC, 
references to ``CBOE V, LLC'' will be deleted and revised to state its 
new name ``Cboe Bats, LLC''. The Exchange also proposes to add 
clarifying and conforming language in order to conform to, as well as 
cite to, the applicable provisions of the General Corporation Law of 
the State of Delaware in connection with the proposed name change. The 
Exchange notes to conform with the revised language in the introductory 
paragraph, it also proposes to amend references to ``LLC'' to ``limited 
liability company''. The Exchange also notes that it is not amending 
the Intermediate's name in the title or signature line as the name 
changes will not be effective until the Intermediate, as currently 
named, files the proposed changes in Delaware.\4\

[[Page 50718]]

Thereafter, the Exchange will amend the Certificate of Formation to 
reflect the new name in the title and signature line.
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    \4\ The Exchange notes that the current signature block of the 
Certificate of Formation references ``CBOE Holdings, Inc.'' instead 
of ``CBOE V, LLC''. The Exchange proposes to correct that reference 
and refer to ``CBOE V, LLC'', which as noted, will be changed to 
``Cboe Bats, LLC'' at a later date.
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(b) Operating Agreement
    As it relates to the Operating Agreement of the Intermediate, 
references to ``CBOE V, LLC'' will be deleted and revised to state its 
new name ``Cboe Bats, LLC'' and references to ``CBOE Holdings, Inc.'' 
will be deleted and revised to state ``Cboe Global Markets, Inc.''. The 
Exchange also proposes to add clarifying and conforming language in 
connection with the proposed name change, including new Section 12.5 
(``Effect of Amendment''), which provides that the ``Agreement amends, 
restates and supersedes the Original Agreement in all respects. From 
and after the date hereof, this Agreement shall be the limited 
liability company operating agreement of the Company for all 
purposes.''
The Exchange's Name Change
    For purposes of consistency, certain of the Parent's subsidiaries 
have also undertaken to change their legal names. As a result, the 
Exchange also proposes to change its name from ``Bats EDGA Exchange, 
Inc.'' to ``Cboe EDGA Exchange, Inc.'' throughout its rules, fees 
schedules and corporate documents. Additionally, the Exchange notes 
that its affiliated exchanges Bats BYX Exchange, Inc., Bats BZX 
Exchange, Inc., Bats EDGX Exchange, Inc., Chicago Board Options 
Exchange, Incorporated, C2 Options Exchange, Incorporated, and ``CBOE 
Futures Exchange, LLC'' (collectively the ``affiliates'') have also 
proposed name changes to Cboe BYX Exchange, Inc., Cboe BZX Exchange, 
Inc., Cboe EDGX Exchange, Inc., Cboe Exchange, Inc., Cboe C2 Exchange, 
Inc. and Cboe Futures Exchange, LLC, respectively. Lastly, the Exchange 
is changing the name of ``Bats Trading, Inc.'' to ``Cboe Trading, 
Inc.''
    Therefore, the Exchange proposes to amend its: (i) Second Amended 
and Restated Certificate of Incorporation of Bats EDGA Exchange, Inc., 
(ii) Seventh Amended and Restated Bylaws of Bats EDGA Exchange, Inc., 
(iii) Rulebook, (iv) Fee Schedule for EDGA Equities (collectively, the 
``Operative Documents'') to reflect the name changes.
(a) Exchange's Certificate
    The Exchange proposes to (i) delete the following language from the 
introductory paragraph: ``The name of the Corporation is Bats EDGA 
Exchange, Inc.'' and (ii) amend Article First of the Exchange's 
Certificate to reflect the new name, ``Cboe EDGA Exchange, Inc.''. The 
Exchange also proposes to add clarifying language and cite to the 
applicable provisions of the General Corporation Law of the State of 
Delaware in connection with the proposed name change. The Exchange 
notes that it is not amending the Exchange's name in the title or 
signature line as the name changes will not be effective until the 
Exchange, as currently named, files the proposed changes in Delaware. 
Thereafter, the Exchange will amend the Certificate to reflect the new 
name in the title and signature line.
(b) Exchange's Bylaws
    For the Exchange's Bylaws, all references to ``Bats EDGA Exchange, 
Inc.'' will be deleted and revised to state ``Cboe EDGA Exchange, 
Inc.''.
(c) Exchange's Rulebook
    For the Rules of Bats EDGA Exchange, Inc., all references to ``Bats 
EDGA Exchange, Inc.'' will be deleted and revised to state ``Cboe EDGA 
Exchange, Inc.''. Additionally, the Exchange's affiliates are also 
filing similar rule filings to change their names, as noted above. As 
such, all references to ``Bats BYX Exchange, Inc.'', ``Bats EDGX 
Exchange, Inc.'', ``Bats BZX Exchange, Inc.'', ``C2 Options Exchange, 
Incorporated'',\5\ ``Chicago Board Options Exchange, Incorporated'' and 
``CBOE Futures Exchange, LLC'' in the EDGA's rules will likewise be 
deleted and revised to state ``Cboe BYX Exchange, Inc.'', ``Cboe EDGX 
Exchange, Inc.'', ``Cboe BZX Exchange, Inc.'', ``Cboe C2 Exchange, 
Inc.'', ``Cboe Exchange, Inc.'' and ``Cboe Futures Exchange, LLC'', 
respectively. The Exchange notes that references to ``Bats Exchange'' 
will be deleted and revised to state ``Cboe Bats Exchange''. 
Additionally, all references to ``CBOE Holdings, Inc.'' will be deleted 
and revised to state ``Cboe Global Markets, Inc.''. All references to 
``Bats One'' will be deleted and revised to state ``Cboe One'' and all 
references to ``Bats Connect'' will be deleted and revised to state 
``Cboe Connect''. The Exchange will also delete references to ``Bats 
Trading, Inc.'' and ``Bats Trading'' and replace it with references to 
``Cboe Trading, Inc.'' and ``Cboe Trading'', respectively.
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    \5\ The Exchange notes that the EDGA rules refer to ``C2 Options 
Exchange, Incorporated'' as ``C2 Options Exchange, Inc.'' in Rule 
2.3.
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(d) Exchange's Fee Schedule
    For the EDGA Equities Fee Schedule, any reference to ``Bats EDGA 
Exchange'' will be deleted and revised to state ``Cboe EDGA Exchange''. 
Additionally, all references to ``Bats One'' will be deleted and 
revised to state ``Cboe One'' and all references to ``Bats Connect'' 
will be deleted and revised to state ``Cboe Connect''.
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.\6\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \7\ 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.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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    In particular, the proposed change is a non-substantive change and 
does not impact the governance, ownership or operations of the 
Exchange. The Exchange believes that by ensuring that its parent 
company's governance documents and the Exchanges operative documents 
accurately reflect the new legal names, the proposed rule change would 
reduce potential investor or market participant confusion.

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 rule change is 
not intended to address competitive issues but rather is concerned 
solely with updating the Company's and Exchange's governance and 
operative documents to reflect the abovementioned name changes.

[[Page 50719]]

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

    Pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3) 
thereunder,\9\ the Exchange has designated this proposal as one that is 
concerned solely with the administration of the self-regulatory 
organization, and therefore has become effective.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(3).
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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 will institute proceedings to 
determine whether the proposed rule change 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 [email protected]. Please include 
File Number SR-BatsEDGA-2017-28 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-BatsEDGA-2017-28. 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. 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-BatsEDGA-2017-28 and should 
be submitted on or before November 22, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23737 Filed 10-31-17; 8:45 am]
 BILLING CODE 8011-01-P


