[Federal Register Volume 83, Number 59 (Tuesday, March 27, 2018)]
[Notices]
[Pages 13161-13163]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-06102]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82923; File No. SR-NYSEAMER-2018-10]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change Amending Certain 
Governing Documents of the Exchange and NYSE Market, Inc. To Make a 
Technical Change Updating the Entities' Registered Offices and 
Registered Agents and Update the Date as Required

March 22, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on March 13, 2018, NYSE American LLC (the ``Exchange'' or 
``NYSE American'') 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 self-
regulatory organization. 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\ 15 U.S.C. 78a.
    \3\ 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 certain of governing documents of 
the Exchange and NYSE Market (DE), Inc. (``NYSE Market (DE)'') to make 
a technical change updating the entities' registered offices and 
registered agents and update the date as required. In addition, the 
Exchange proposes to amend the Eleventh Amended and Restated Operating 
Agreement of the New York Stock Exchange LLC (``NYSE LLC''). The 
proposed change is available on the Exchange's website at www.nyse.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 self-regulatory organization 
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 those 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend certain of governing documents of 
the Exchange and NYSE Market (DE) to make a technical change updating 
the entities' registered offices and registered agents and update the 
date as required. As discussed below, the Exchange proposes to amend 
the following documents (together, the ``Governing Documents''):
     Certificate of Formation of the Exchange (``Certificate of 
Formation'');
     Eleventh Amended and Restated Operating Agreement of the 
Exchange (``NYSE American Operating Agreement''); and
     Third Amended and Restated Certificate of Incorporation of 
NYSE Market (DE), Inc. (the ``NYSE Market (DE) Certificate'').
    The changes are non-substantive technical administrative changes.
    The NYSE LLC is an affiliate of the Exchange, and NYSE Market (DE) 
is a wholly-owned subsidiary of NYSE LLC. NYSE Market (DE) in turn owns 
a majority interest in NYSE Amex Options LLC (``NYSE Amex Options''), a 
facility of the Exchange. The Exchange and NYSE Market (DE) are the 
only members of NYSE Amex Options.\4\ The Exchange filed the NYSE 
Market (DE) Certificate as a ``rule of the exchange'' under Section 
3(a)(27) of the Exchange Act because NYSE Market (DE) has a majority 
interest in a facility of the Exchange.\5\
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    \4\ See Exchange Act Release No. 75301 (June 25, 2015), 80 FR 
37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of filing and 
immediate effectiveness of proposed rule change amending the 
members' schedule of the Amended and Restated Limited Liability 
Company Agreement of NYSE Amex Options LLC).
    \5\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
No. 75984 (September 25, 2015), 80 FR 59213, 59214 (October 1, 2015) 
(SR-NYSEMKT-2015-71) (notice of filing and immediate effectiveness 
of proposed rule change adding to the rules of the Exchange the 
Third Amended and Restated Certificate of Incorporation of NYSE 
Market, Inc., and the Eighth Amended and Restated Operating 
Agreement of New York Stock Exchange LLC).
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    In addition, because of NYSE LLC's ownership of NYSE Market (DE), 
the Exchange filed the Eleventh Amended and Restated Operating 
Agreement of the NYSE LLC (``NYSE Operating Agreement'') as a ``rule of 
the Exchange'' under Section 3(a)(27) of the Exchange Act.\6\ The 
Exchange proposes to amend the NYSE Operating Agreement (as amended, 
the ``Amended NYSE Operating Agreement'') to update the registered 
office and registered agent in the state of New York and to make a 
conforming change to the date.
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    \6\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
No. 79232 (November 3, 2016), 81FR 78873, 78874 (November 9, 2016) 
(SR-NYSEMKT-2016-96) (notice of filing and immediate effectiveness 
of proposed rule change to add the NYSE Operating Agreement to the 
rules of the Exchange).
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Exchange Governing Documents
    The Exchange is a limited liability company organized under the 
laws of the State of Delaware. As such, it is required to have and 
maintain a registered office and registered agent in Delaware.\7\
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    \7\ See Del. Code tit. 6, Sec.  18-104(a).
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    Pursuant to Delaware law,\8\ the Certificate of Formation is 
amended by filing a ``State of Delaware Certificate of

[[Page 13162]]

Amendment Changing Only the Registered Office or Registered Agent of a 
Limited Liability Company,'' as set forth in Exhibit 5A to the proposed 
rule change.
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    \8\ See Del. Code tit. 6, Sec.  18-202(a).
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    The Exchange proposes to amend Article I, Sections 1.05 and 1.06 of 
the NYSE American Operating Agreement and to make a conforming change 
to update the date of the NYSE American Operating Agreement.
    Article I, Section 1.05 of the NYSE American Operating Agreement 
provides that the address of the registered office of the Exchange in 
the State of Delaware is c/o The Corporation Trust Company located at 
the Corporation Trust Center, 1209 Orange Street, City of Wilmington, 
County of New Castle, State of Delaware 19801. The Exchange proposes to 
amend such provision to provide that the address is c/o United Agent 
Group Inc. located at 3411 Silverside Road, Tatnall Building No. 104, 
Wilmington, County of New Castle, State of Delaware 19810.
    Article I, Section 1.06 of the NYSE American Operating Agreement 
provides that the name and address of the registered agent of the 
Exchange for service of process on the Exchange in the State of 
Delaware is The Corporation Trust Company located at the Corporation 
Trust Center, 1209 Orange Street, City of Wilmington, County of New 
Castle, State of Delaware 19801. The Exchange proposes to amend such 
provision to provide that the name and address is United Agent Group 
Inc. located at 3411 Silverside Road, Tatnall Building No. 104, 
Wilmington, County of New Castle, State of Delaware 19810.
NYSE Market (DE) Certificate
    NYSE Market (DE) is a corporation organized under the laws of the 
State of Delaware. As such, it is required to have and maintain a 
registered office and registered agent in Delaware.\9\
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    \9\ See Del. Code tit 8, Sec. Sec.  131 and 132.
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    Article II of the NYSE Market (DE) Certificate provides that the 
address of NYSE Market (DE)'s registered office in the State of 
Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, 
in the City of Dover, Suite 101, County of Kent, State of Delaware, 
19904, and provides that the name of its registered agent at such 
address is National Registered Agents, Inc. The Exchange proposes to 
amend the NYSE Market (DE) Certificate to identify United Agent Group 
Inc. as the registered agent, and to provide that the address of the 
registered office is 3411 Silverside Road, Tatnall Building No. 104, 
Wilmington, County of New Castle, Delaware 19810.
    Pursuant to Delaware law,\10\ the NYSE Market (DE) Certificate is 
amended by filing a ``State of Delaware Certificate of Change of 
Registered Agent and/or Registered Office,'' as attached in the 
proposed rule change.
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    \10\ See Del. Code tit 8, Sec.  133.
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NYSE Operating Agreement
    On March 12, 2018, the NYSE LLC amended the NYSE Operating 
Agreement to make a technical change updating the registered office and 
registered agent in the state of New York and to make a conforming 
change to the date.\11\ Consistent with that change, the Exchange 
proposes to amend the NYSE Operating Agreement. The Amended NYSE 
Operating Agreement will be a ``rule of the Exchange'' under Section 
3(a)(27) of the Exchange Act.\12\
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    \11\ See SR-NYSE-2018-09 (March 12, 2018).
    \12\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
No. 75984 (September 25, 2015), 80 FR 59213, 59214 (October 1, 2015) 
(SR-NYSEMKT-2015-71) (notice of filing and immediate effectiveness 
of proposed rule change adding to the rules of the Exchange the 
Third Amended and Restated Certificate of Incorporation of NYSE 
Market, Inc., and the Eighth Amended and Restated Operating 
Agreement of New York Stock Exchange LLC).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \13\ in general, and with Section 
6(b)(1) \14\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(1).
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    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange, its 
facility NYSE Amex Options, or NYSE Amex Options' direct and indirect 
parent entities. The Exchange believes that the proposed rule change 
would enable the Exchange to continue to be so organized as to have the 
capacity to carry out the purposes of the Exchange Act and comply and 
enforce compliance with the provisions of the Exchange Act by its 
members and persons associated with its members, because ensuring that 
the Governing Documents identify the registered agent and registered 
office in Delaware would contribute to the orderly operation of the 
Exchange by adding clarity and transparency to its rules and complying 
with Delaware requirements for limited liability companies and 
corporations to have such agents and offices. Similarly, the proposed 
conforming change to the date of the NYSE American Operating Agreement 
would contribute to the orderly operation of the Exchange by adding 
clarity and transparency to its rules.
    Amending the previously filed NYSE Operating Agreement would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members because the Exchange would be 
ensuring that its rules remain consistent with the NYSE LLC operating 
agreement in effect. The Exchange notes that, as with the NYSE 
Operating Agreement, it would be required to file any changes to the 
Amended NYSE Operating Agreement with the Commission as a proposed rule 
change.\15\ In addition, the Exchange believes that the proposed 
changes, including the amendments to the NYSE Market (DE) Certificate, 
are consistent with and will facilitate an ownership structure of the 
Exchange's facility NYSE Amex Options that will provide the Commission 
with appropriate oversight tools to ensure that the Commission will 
have the ability to enforce the Exchange Act with respect to NYSE Amex 
Options and its direct and indirect parent entities.
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    \15\ The Exchange notes that any amendment to the Amended NYSE 
Operating Agreement would require that NYSE LLC file a proposed rule 
change with the Commission.
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    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Exchange Act,\16\ 
in that it is 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 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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    \16\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can more 
easily navigate, understand and comply with its rules. The Exchange

[[Page 13163]]

believes that, by ensuring that the Governing Documents accurately 
identify the registered agent and registered office in Delaware, and by 
making a conforming change to the date of the NYSE American Operating 
Agreement, the proposed rule change would reduce potential investor or 
market participant confusion.
    The Exchange believes that amending the NYSE Operating Agreement 
would remove impediments to the operation of the Exchange by ensuring 
that its rules remain consistent with the NYSE LLC operating agreement 
in effect. The Amended NYSE Operating Agreement would be a ``rule of 
the exchange'' under Section 3(a)(27) of the Exchange Act.\17\ The 
Exchange notes that, as with the NYSE Operating Agreement, no amendment 
to the Amended NYSE Operating Agreement could be made without the 
Exchange filing a proposed rule change with the Commission. For the 
same reasons, the proposed rule change is also designed to protect 
investors as well as the public interest.
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    \17\ 15 U.S.C. 78c(a)(27).
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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 Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with making a technical change updating the registered 
office and registered agent of the Exchange and NYSE Market (DE), Inc. 
and ensuring that the Commission will have the ability to enforce the 
Exchange Act with respect to NYSE Amex Options and its direct and 
indirect parent entities.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \18\ and Rule 19b-4(f)(3) \19\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 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 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 under Section 
19(b)(2)(B) \20\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \20\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSEAMER-2018-10 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-NYSEAMER-2018-10. 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 website (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 website 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-NYSEAMER-2018-10, and should be 
submitted on or before April 17, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
Eduardo A. Aleman,
Assistant Secretary.
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    \21\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-06102 Filed 3-26-18; 8:45 am]
 BILLING CODE 8011-01-P


