[Federal Register Volume 82, Number 212 (Friday, November 3, 2017)]
[Notices]
[Pages 51317-51319]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23925]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81979; File No. SR-C2-2017-028]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
Relating To Reflect in the Exchange's Governing Documents, 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

October 30, 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 19, 2017, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') filed with the Securities and Exchange 
Commission (the ``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 filed a proposed 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. The Exchange also 
proposes to amend its Fourth Amended and Restated Certificate of 
Incorporation (the ``Exchange Certificate''), Eighth Amended and 
Restated Bylaws of C2 Options Exchange, Incorporated (the ``Exchange 
Bylaws''), rulebook and fees schedules (collectively ``operative 
documents'') in connection with the name change of its parent Company 
and the Exchange.
    The text of the proposed rule change is also available on the 
Exchange's Web site (http://www.c2exchange.com/Legal/), 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 and the Exchange's name.\3\ Particularly, references to 
Company'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 [sic] 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).
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    \3\ The Exchange initially filed the proposed rule changes on 
October 16, 2017 (SR-C2-2017-027). On October 19, 2017 the Exchange 
withdrew SR-C2-2017-027 and then subsequently submitted this filing 
(SR-C2-2017-028).
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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

[[Page 51318]]

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,\4\ 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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    \4\ 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 Option Exchange, 
Incorporated and therefore proposes to delete the following language: 
``Including, but not limited to Chicago Board Options Exchange, 
Incorporated''.
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 ``C2 Options Exchange, 
Incorporated'' to ``Cboe C2 Exchange, Inc.'' throughout its rules, fees 
schedules and corporate documents. Additionally the Exchange notes that 
the Chicago Board Options Exchange, Incorporated is filing a similar 
rule filing to change its name to ``Cboe Exchange, Inc.'' and change 
references to ``CBOE'' to ``Cboe Options'', with the exception that 
references to ``CBOE Command'', ``CBOE Application Server'' and ``CBOE 
Market Interface'' will be deleted and revised to state ``Cboe 
Command'', ``Cboe Application Server'', and ``Cboe Market Interface'', 
respectively. The Exchange therefore also proposes to replace any of 
these references throughout the C2 operative documents accordingly. 
Lastly, the Exchange is changing the name of ``Market Data Express, 
LLC'' to ``Cboe Data Services, LLC'' and consequently also changing 
references to ``MDX'' to ``CDS''. Therefore, the Exchange proposes to 
amend its: (i) Fourth Amended and Restated Certificate of Incorporation 
of C2 Options Exchange, Incorporated (ii) Eighth Amended and Restated 
Bylaws of C2 Options Exchange, Incorporated, (iii) Rulebook, (iv) Fees 
Schedule and (v) Market Data Express, LLC Fees Schedule (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 C2 Options 
Exchange, Incorporated'' and (ii) amend Article First of the Exchange's 
Certificate to reflect the new name, ``Cboe C2 Exchange, Inc.''. The 
Exchange also proposes to change references to its parent company, 
``CBOE Holdings, Inc.'' to ``Cboe Global Markets, Inc.''. The Exchange 
notes that it is not amending the Exchange's name in the title, 
introductory paragraph 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, introductory 
paragraph and signature line.
(b) Exchange's Bylaws
    For the Exchange's Bylaws, all references to ``C2 Options Exchange, 
Incorporated'' will be deleted and revised to state ``Cboe C2 Exchange, 
Inc.''.
(c) Exchange's Rulebook
    For the Rules of C2 Options Exchange, Incorporated, all references 
to ``C2 Options Exchange, Incorporated'' will be deleted and revised to 
state ``Cboe C2 Exchange, Inc.'' Additionally, all references to 
``Chicago Board Options Exchange, Incorporated'' will be deleted and 
revised to state ``Cboe Exchange, Inc.'' and all references to ``CBOE'' 
will be deleted and revised to state ``Cboe Options'', with the 
exception that any references to ``CBOE Command'', ``CBOE Application 
Server'' and ``CBOE Market Interface'' will change to ``Cboe Command, 
``Cboe Application Server'', and ``Cboe Market Interface'', 
respectively.
(d) Exchange's Fees Schedule
    For the C2 Options Exchange, Incorporated Fees Schedule, any 
reference to ``C2 Options Exchange, Incorporated'' will be deleted and 
revised to state ``Cboe C2 Exchange, Inc.''. Additionally, all 
references to ``CBOE'' will be deleted and revised to state ``Cboe 
Options''.
(e) Market Data Express, LLC Fees Schedule
    For the Market Data Express, LLC Fees Schedule, all references to 
``Market Data Express, LLC'' will be deleted and revised to state 
``Cboe Data Services, LLC'' and references to ``CBOE Streaming 
Markets'' will be deleted in its entirety. Additionally references to 
``MDX'' will be deleted and revised to state ``CDS''.
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,

[[Page 51319]]

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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    \5\ 15 U.S.C. 78f(b).
    \6\ 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 change.

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-C2-2017-028 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-C2-2017-028. 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-C2-2017-028 and should be 
submitted on or before November 24, 2017.
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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\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23925 Filed 11-2-17; 8:45 am]
BILLING CODE 8011-01-P


