Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Reflect a Legal Name Change by BATS Global Markets, Inc. and the Legal Names of Certain Subsidiaries

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Federal RegisterMar 10, 2016
81 Fed. Reg. 12757 (Mar. 10, 2016)
March 4, 2016.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), and Rule 19b-4 thereunder, notice is hereby given that on February 26, 2016, EDGX Exchange, Inc. f/k/a EDGX Exchange, Inc. (the “Exchange” or “EDGX”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, III and III below, which Items have been prepared by the Exchange. The Exchange has designated this proposal as one being concerned solely with the administration of the Exchange pursuant to section 19(b)(3)(A)(iii) of the Act and Rule 19b-4(f)(3) thereunder, which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

17 CFR 240.19b-4.

17 CFR 240.19b-4(f)(3).

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange is proposing a rule change to amend its rules as well as certain corporate documents of the Exchange to reflect a legal name change by the Exchange's ultimate parent entity, BATS Global Markets, Inc. (the “Parent”) to Bats Global Markets, Inc., and the legal names of certain of the Parent's subsidiaries. As a result of this change, the Exchange also proposes to amend its rules to change its name from EDGX Exchange, Inc. to Bats EDGX Exchange, Inc. throughout its rules and corporate documents.

The text of the proposed rule change is available at the Exchange's Web site at www.batstrading.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 the Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange, on behalf of its Parent, recently filed to change the Parent's legal name from “BATS Global Markets, Inc.” to “Bats Global Markets, Inc.” For the 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 EDGX Exchange, Inc. to Bats EDGX Exchange, Inc. throughout its rules and corporate documents (collectively, with the other legal name changes for Parent and certain of its subsidiaries, the “name changes”). Therefore, the Exchange proposes to amend its: (i) Rulebook; (ii) fee schedules applicable to its equity and options platforms issued pursuant to Exchange Rules 15.1(a) and (c) (“Fee Schedules”); (iii) Restated Certificate of Incorporation (“Certificate”); and (iv) Fourth Amended and Restated Bylaws of the Exchange (“Bylaws”) (collectively, the “Operative Documents”) to reflect the name change and to replace all references to “BATS” with “Bats”.

See Securities Exchange Act Release No. 77147 (February 16, 2016) (SR-EDGX-2016-04).

The Exchange initially filed the proposed fee [sic] change on February 19, 2016 (SR-BYX-2016-06). On February 26, 2016, the Exchange withdrew that filing and submitted this filing.

The Exchange proposes to replace all references to BATS with Bats throughout the Exchange's Rulebook and Fee Schedules. The Exchange understands that its affiliated Exchanges also intend to file similar proposed rule changes with the Commission to amend their exchange names. Therefore, the Exchange proposes to amend the following rules to reflect the name changes, including the expected filings by its affiliates to amend their names: Rule 1.5 (Definitions), Rule 2.3 (Member Eligibility), Rule 2.10 (Affiliation Between Exchange and a Member), Rule 2.11 (BATS Trading, Inc. as Outbound Router), Rule 2.12 (BATS Trading, Inc. as Inbound Router), Rule 11.11 (Routing to Away Trading Centers), Rule 13.4 (Usage of Data Feeds), Rule 13.8 (EDGX Book Feeds), Rule 13.9 (BATS Connect), Rule 14.2 (Investment Company Units), Rule 14.8 (Portfolio Depository Receipts), Rule 16.1 (Definitions), and Rule 21.9 (Order Routing). Throughout these rules, the Exchange proposes the following changes:

The Exchange's affiliates are EDGA Exchange, Inc., BATS Exchange, Inc. and BATS Y-Exchange, Inc. The Exchange understands that proposed rule changes are to be filed by each of its affiliates to amend their names as follows: EDGA Exchange, Inc. would be changed to Bats EDGA Exchange, Inc., BATS Exchange, Inc. would be amended to Bats BZX Exchange, Inc., and BATS Y-Exchange, Inc. would be amended to Bats BYX Exchange, Inc.

  • All references to “EDGX Exchange”, “EDGX EXCHANGE” and “EDGX EXCHANGE, Inc.” are proposed to be changed to “Bats EDGX Exchange, Inc.”;
  • All references to “EDGX” in Rule 13.8 are proposed to be changed to “the Exchange”;
  • All references to “BATS” are proposed to be changed to “Bats”;
  • All references to the Parent are proposed to be changed to “Bats Global Markets, Inc.” (which includes changes from “BATS” to “Bats” as well as the correction of pre-existing errors in such references);
  • All references to “BATS Exchange, Inc.” are proposed to be changed to “Bats BZX Exchange, Inc.”;
  • All references to “BATS Y-Exchange, Inc.” are proposed to be changed to “Bats BYX Exchange, Inc.”;
  • All references to “EDGA Exchange, Inc.” are proposed to be changed to “Bats EDGA Exchange, Inc.”

In addition to these changes, the Exchange proposes to modify its Fee Schedules to reflect the name change of the Exchange to Bats EDGX Exchange and to change all references to “BATS” to instead refer to “Bats”. The Exchange also proposes on its Fee Schedules to refer to its affiliates, Bats BZX Exchange, Inc. and Bats BYX Exchange, Inc. (as each is proposed to be re-named), simply as “BZX” and “BYX”, respectively. The Exchange believes that this is more consistent with other references on the Fee Schedules, such as the general references to “EDGA”, which refer to the Exchange's affiliate, Bats EDGA Exchange, Inc. (as proposed to be re-named).

The Exchange notes that the Exchange will continue to be referred to as “EDGX” in certain areas of the Fee Schedules. These areas of the Fee Schedules are: (i) The Fee Codes and Associated Fees table; (ii) footnote 1 under Membership Fees; (iii) Bats Connect pricing table; and (iv) Unicast Access—Order Entry.

The Exchange also proposes to amend Article First of the Certificate to change the name of the Exchange to Bats EDGX Exchange, Inc. and make conforming changes throughout, including the title of the Certificate. The Exchange proposes to amend the Bylaws to amend the title to reflect that the Bylaws will be titled the “FIFTH AMENDED AND RESTATED BYLAWS OF BATS EDGX EXCHANGE, INC.” The Exchange also proposes to amend Article I, paragraph (f) and Article XI, section 2 to reflect the name changes.

The name change from EDGX Exchange, Inc. to Bats EDGX Exchange, Inc. is a non-substantive change. No changes to the ownership or structure of the Exchange or BATS Global Markets, Inc. have taken place.

2. Statutory Basis

The Exchange believes that its proposal is consistent with section 6(b) of the Act, in general, and furthers the objectives of section 6(b)(5) of the Act, 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 also believes that the proposed rule change is consistent with section 6(b)(1) of the Act in that it is designed to continue to ensure that the Exchange is so organized and has the capacity to carry out the purposes of Act and to comply, and enforce compliance by its members with the provisions of the Act and the rules and regulations thereunder, and rules of the Exchange. The Exchange is proposing amendments to the Operative Documents to effectuate its name change to Bats EDGX Exchange, Inc. and to reflect the name changes of its affiliates. These changes are limited to capitalization and ministerial name changes and to reflect similar proposed rule changes to be submitted to the Commission by the Exchange's affiliates. 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 new naming conventions of the Parent and its subsidiaries, including the Exchange.

15 U.S.C. 78f.

15 U.S.C. 78f(b)(1).

B. Self-Regulatory Organization's Statement on Burden on Competition

Because the rule change proposes ministerial changes related to the administration, and not the governance or operation, of the Exchange, the 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

The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from Members or other interested parties.

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

Because it is concerned solely with the administration of the Exchange, the foregoing proposed rule change has become effective pursuant to section 19(b)(3)(A)(iii) of the Act and Rule 19b-4(f)(3) thereunder.

17 CFR 240.19b-4(f)(3).

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: (1) Necessary or appropriate in the public interest; (2) for the protection of investors; or (3) 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-EDGX-2016-14 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-EDGX-2016-14. 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; 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-EDGX-2016-14, and should be submitted on or before March 31, 2016.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15

Brent J. Fields,

Secretary.

[FR Doc. 2016-05327 Filed 3-9-16; 8:45 am]

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