[Federal Register Volume 82, Number 223 (Tuesday, November 21, 2017)]
[Notices]
[Pages 55466-55471]
[FR Doc No: 2017-25139]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82082; File No. SR-NYSEAMER-2017-29]

Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the
Governing Documents of Its Intermediate Parent Companies
Intercontinental Exchange Holdings, Inc., NYSE Holdings LLC and NYSE
Group, Inc. To Make Them More Consistent With the Governing Documents
of Their Ultimate Parent Intercontinental Exchange, Inc.

November 15, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'' or ``Exchange Act'') \2\ and Rule 19b-4
thereunder,\3\ notice is hereby given that on November 3, 2017, 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 and II 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 the governing documents of its
intermediate parent companies Intercontinental Exchange Holdings, Inc.
(``ICE Holdings''), NYSE Holdings LLC (``NYSE Holdings''), and NYSE
Group, Inc. (``NYSE Group'') to make them more consistent with the
governing documents of their ultimate parent Intercontinental Exchange,
Inc. (``ICE''), including by (a) streamlining references to ICE
subsidiaries that either are or control national securities exchanges
and deleting references to other ICE subsidiaries; and (b) amending the
provisions regarding limitations on claims, voting and ownership
concentration limitations, and confidential information. In addition,
the Exchange proposes to make a non-substantive change to the ICE
certificate of incorporation. The proposed rule change is available on
the Exchange's Web site 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 the governing documents of its
intermediate parent companies ICE Holdings, NYSE Holdings, and NYSE
Group (together, the ``Intermediate Holding Companies'') to make them
more consistent with the ICE governing documents, including by (a)
streamlining references to ICE subsidiaries that either are or control
national securities exchanges and deleting references to other ICE
subsidiaries; and (b) amending the provisions regarding limitations on
claims, voting and ownership concentration limitations, and
confidential information. In addition, the Exchange proposes to make a
non-substantive change to the ICE certificate of incorporation.
    More specifically, the Exchange proposes to amend the following
documents (collectively, the ``Governing Documents''):

     Eighth Amended and Restated Certificate of
Incorporation of ICE Holdings (``ICE Holdings Certificate'') and
Fifth Amended and Restated Bylaws of ICE Holdings (``ICE Holdings
Bylaws'');
     Eighth Amended and Restated Limited Liability Company
Agreement of NYSE Holdings (``NYSE Holdings Operating Agreement'');
and
     Fifth Amended and Restated Certificate of Incorporation
of NYSE Group (``NYSE Group Certificate'') and Third Amended and
Restated Bylaws of NYSE Group (``NYSE Group Bylaws'').

    As discussed below, the proposed changes to the Governing Documents
would make the relevant provisions more consistent with the Fourth
Amended and Restated Certificate of Incorporation of ICE (``ICE
Certificate'') and Eighth Amended and Restated Bylaws of ICE (``ICE
Bylaws'').\4\
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    \4\ See Securities Exchange Act Release No. 80752 (May 24,
2017), 82 FR 25018 (May 31, 2017) (SR-NYSE-2017-13; SR-NYSEArca-
2017-29; SR-NYSEMKT-2017-17; SR-NYSENAT-2017-01). ICE is a publicly
traded company listed on the NYSE.
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    ICE, the ultimate parent of the Exchange, owns 100% of the equity
interest in ICE Holdings, which in turn owns 100% of the equity
interest in NYSE Holdings. NYSE Holdings owns 100% of the equity
interest of NYSE Group, which in turn directly owns 100% of the equity
interest of the Exchange and its national securities exchange
affiliates, the New York Stock Exchange LLC (``NYSE''), NYSE Arca, Inc.
(``NYSE Arca'') and NYSE National, Inc. (``NYSE National'').\5\
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    \5\ The Exchange's affiliates NYSE, NYSE Arca, and NYSE National
have each submitted substantially the same proposed rule change to
propose the changes described herein. See SR-NYSE-2017-57, SR-
NYSEArca-2017-125, and SR-NYSENAT-2017-05. NYSE American was
previously NYSE MKT LLC.
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    In addition, the Exchange proposes to make a nonsubstantive change
to the ICE Certificate.

Definition of Exchange
    With the exception of the NYSE Group Bylaws, the Governing
Documents define ``U.S. Regulated Subsidiary'' and ``U.S. Regulated
Subsidiaries'' and, in the case of the NYSE Group Certificate,
``Regulated Subsidiary'' and ``Regulated Subsidiaries'' to mean,
individually or collectively, the four national securities exchanges
owned by ICE (the NYSE, NYSE American, NYSE Arca, and NYSE National),
NYSE Arca, LLC, and NYSE Arca Equities, Inc. (``NYSE Arca Equities''),
or their successors, in each case to the extent that such entities
continue to be controlled, directly or indirectly, by the relevant
Intermediate Holding Company. The NYSE Group Bylaws list the relevant
entities rather than use a defined term.
    Unlike the Governing Documents, the ICE Certificate and ICE Bylaws
use the defined term ``Exchange'' or ``Exchanges'' instead of ``U.S.
Regulated Subsidiary'' or ``U.S. Regulated Subsidiaries.'' \6\
``Exchange'' is defined as a national securities exchange registered
under Section 6 of the Exchange Act \7\ that is directly or indirectly
controlled by ICE.\8\ The Exchange proposes to amend the Governing
Documents to be consistent with the ICE Certificate and ICE Bylaws by
using the terms ``Exchange'' instead of ``U.S. Regulated Subsidiary''
or ``Regulated Subsidiary.'' Similarly, the Exchange proposes to use
``Exchange'' or ``Exchanges,'' as applicable, in place of ``U.S.
Regulated Subsidiaries'' or ``Regulated Subsidiaries,'' and to use
``Exchange'' or ``Exchanges,'' as applicable, instead of lists of
specific entities.
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    \6\ See 82 FR 25018, supra note 4, at 25019-25020.
    \7\ 15 U.S.C. 78f.
    \8\ See ICE Certificate, Art. V Sec. A(3)(a), and ICE Bylaws,
Art. III, Sec. 3.15.
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    As a result of the proposed change, the Governing Documents would
no longer include references to NYSE Arca, LLC or NYSE Arca Equities.
The Exchange believes omitting references to NYSE Arca, LLC, a
subsidiary of NYSE Group, is appropriate because the Exchange Act
definition of ``exchange'' states that ``exchange'' ``includes the
market place and the market facilities maintained by such exchange.''
\9\ NYSE Arca, as the national securities exchange, has the regulatory
and self-regulatory responsibility for the NYSE Arca options and
equities markets. The references to NYSE Arca Equities are obsolete, as
it has been merged out of existence.\10\
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    \9\ 15 U.S.C. 78c(a)(1).
    \10\ See Securities Exchange Act Release No. 81419 (August 17,
2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40).
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    The Exchange accordingly proposes the following changes:

     In the ICE Holdings Certificate, the definitions of
``U.S. Regulated Subsidiary'' and ``U.S. Regulated Subsidiaries'' in
Article V, Section A.10 would be deleted, and the definition of
``Exchange'' added to Article V, Section A(1).\11\ In the ICE
Holdings Bylaws, the definitions of ``U.S. Regulated Subsidiary''
and ``U.S. Regulated Subsidiaries'' in Article III, Section 3.15
would be deleted, and in the NYSE Group Certificate, the definitions
of ``Regulated Subsidiary'' and ``Regulated Subsidiaries'' in
Article IV, Section 4(b)(1)(A) would be deleted, and the definition
of ``Exchange'' added in the deleted definitions' place.
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    \11\ The definition of ``Exchange'' would replace ``any U.S.
Regulated Subsidiary (as defined below)'' in Art. V, Sec. A(1).
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     In Article 1, Section 1.1 of the NYSE Holdings
Operating Agreement, the definitions of ``New York Stock Exchange,''
``NYSE Arca,'' ``NYSE Arca Equities,'' ``NYSE MKT,'' ``NYSE
National,'' ``U.S. Regulated Subsidiary,'' and ``U.S. Regulated
Subsidiaries'' would be deleted and the definition of ``Exchange''
added.
     In the NYSE Group Certificate, Article IV, Section
4(b)(1)(A)(w), the text ``of the Regulated Subsidiaries, in each
case to the extent that such entities continue to be controlled,
directly or indirectly, by the Corporation,'' would be replaced with
``Exchange,'' and ``the Regulated Subsidiaries'' would be replaced
with ``each Exchange.''
     In the NYSE Group Bylaws, the list of national
securities exchanges, NYSE Arca, LLC, NYSE Arca Equities and their
successors in Article VII, Section 7.9(b) would be replaced with the
definition of ``Exchange.''

    Throughout the Governing Documents, ``U.S. Regulated Subsidiary,''
``U.S. Regulated Subsidiary's,'' ``U.S. Regulated Subsidiaries,''
``Regulated Subsidiary,'' ``Regulated Subsidiary's,'' and ``Regulated
Subsidiaries'' would be replaced with ``Exchange,'' ``Exchange's,'' or
``Exchanges,'' as applicable. Similarly, lists of any or all of the ICE
national securities exchanges, NYSE Arca Equities, NYSE Arca, LLC,
their successors, facilities, or the boards of directors of successors,
would be replaced with ``Exchange'' or ``Exchanges,'' as
applicable.\12\
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    \12\ For example, in Article XII, clause (b) of the NYSE Group
Certificate, ``the boards of directors of New York Stock Exchange,
NYSE Arca, NYSE Arca Equities, NYSE MKT and NYSE National or the
boards of directors of their successors'' would be amended to ``the
boards of directors of each Exchange.''
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    When making such replacements, the Exchange would utilize a comma
or the terms ``any,'' ``each,'' ``an,'' or ``one or more'' and delete
the terms ``the'' or ``of the'' as necessary to integrate the term into
the text. Finally, references to ``their'' would be amended to ``its''
as required by the context.\13\
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    \13\ For example, in Article III, Section 3.14(b) of the ICE
Holdings Bylaws and Article III, Section 3.12(c) of the NYSE
Holdings Operating Agreement, ``their regulatory authority'' would
be amended to ``its regulatory authority.''
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Definition of Intermediate Holding Companies
    The ICE Holdings and NYSE Holdings Governing Documents reference
NYSE Holdings and NYSE Group by name.\14\ The ICE Certificate and ICE
Bylaws use the defined term ``Intermediate Holding Companies'' instead,
defining an ``Intermediate Holding Company'' as ``any entity controlled
by the Corporation that is not itself an Exchange but that directly or
indirectly controls an Exchange.'' \15\ The Exchange proposes to amend
the Governing Documents to be consistent with the ICE Certificate and
ICE Bylaws by using the term ``Intermediate Holding Companies'' instead
of specific names.
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    \14\ The NYSE Group Governing Documents do not make such
references because there are no Intermediate Holding Companies
between NYSE Group and the Exchange or its national securities
exchange affiliates.
    \15\ See ICE Certificate, Art. V, Sec. A.3(a); ICE Bylaws, Art.
III, Sec. 3.14(a)(2); and 82 FR 25018, supra note 4, at 25019. The
Intermediate Holding Companies between ICE and the Exchange are ICE
Holdings, NYSE Holdings, and NYSE Group.
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    The Exchange accordingly proposes the following changes to the ICE
Holdings Certificate, Article V, Section A(3)(a); ICE Holdings Bylaws,
Article III, Section 3.14(a)(2); and NYSE Holdings Operating Agreement:

     In these ICE Holdings Governing Document provisions,
the initial references to NYSE Holdings or NYSE Group, including the
text ``(if and to the extent that NYSE Group continues to exist as a
separate entity),'' would be replaced with the definition of
``Intermediate Holding Company.'' \16\ The additional references to
NYSE Holdings or NYSE Group would be replaced with the terms
``Intermediate Holding Company'' and ``Intermediate Holding
Companies,'' as applicable.
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    \16\ In the ICE Holdings Certificate, the word ``respective''
also would be deleted.
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     In the NYSE Holdings Operating Agreement, Article 1,
Section 1.1, the definition of ``NYSE Group'' would be deleted and
the definition of ``Intermediate Holding Company'' added, and in
Article III, Section 3.12(b)(2) and Article IX, Section 9.1(a)(3)(A)
and (b)(3)(A), references to ``NYSE Group (if and to the extent that
NYSE Group continues to exist as a separate entity)'' would be
replaced with ``Intermediate Holding Companies'' or ``Intermediate
Holding Company,'' as applicable.

Considerations of the Board
    The ICE Holdings Bylaws, NYSE Holdings Agreement, and NYSE Group
Certificate have provisions setting forth considerations directors must
take into account in discharging their responsibilities.\17\ Each such
provision limits claims against directors, officers and employees as
well as the relevant Intermediate Holding Company. The Exchange
proposes to amend such provisions to substantially conform them to the
analogous provision in the ICE Bylaws, as well as the governing
documents of other holding companies of national securities exchanges,
which are substantially similar.\18\
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    \17\ See ICE Holdings Bylaws, Art. III, Sec. 3.14; NYSE Holdings
Agreement, Art. III, Sec. 3.12; and NYSE Group Certificate Art. V,
Sec. 8.
    \18\ See ICE Bylaws, Art. III, Sec. 3.14(c); Amended and
Restated Bylaws of Bats Global Markets Holdings, Inc., Art. VII,
Sec. 7.2; Amended and Restated Limited Liability Company Agreement
of BOX Holdings Group LLC, Art. 4, Sec. 4.12; Bylaws of IEX Group,
Inc., Art. VII, Sec. 34; and Amended and Restated Bylaws of Miami
International Holdings, Inc., Art. VII, Sec. 1.
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    The Exchange accordingly proposes the following changes to the ICE
Holdings Bylaws, Article III, Section 3.14(c); NYSE Group Certificate,
Article V, Section 8; and NYSE Holdings Operating Agreement, Section
3.12(d):
     The ICE Holdings Bylaws and NYSE Group Certificate
provisions would be expanded in scope to apply to any ``past or present
stockholder, employee, beneficiary, agent, customer, creditor,
community or regulatory authority or member thereof or other person or
entity,'' and to protect agents as well as directors, officers and
employees. To implement the change, the Exchange proposes to amend the
final sentences of the ICE Holdings Bylaws and NYSE Group Certificate
provisions as follows (deletions [bracketed], additions italicized):

    No past or present stockholder, employee, [former employee,]
beneficiary, agent, customer, creditor, community or regulatory
authority or member thereof or other person or entity shall have any
rights against any director, officer, [or] employee or agent of the
Corporation or the Corporation under this Section. . . .

     The NYSE Holdings Operating Agreement provision would be
expanded in scope to apply to any ``past or present Manager, employee,
beneficiary, agent, customer, creditor, community or regulatory
authority or member thereof or other person or entity,'' and to protect
agents as well as Managers, officers and employees. To implement the
change, the Exchange proposes to amend the final sentence of the
provision as follows (deletions [bracketed], additions italicized):

    No past or present Manager, employee, [former employee,]
beneficiary, agent, customer, creditor, community or regulatory
authority or member thereof or other person or entity shall have any
rights against any Manager, officer, [or] employee or agent of the
Company or the Company under Section 3.12.

Limitations on Voting and Ownership
    The ICE Holdings Certificate, NYSE Holdings Operating Agreement,
and NYSE Group Certificate have provisions that establish voting and
ownership concentration limitations on owners of their respective
common stock above certain thresholds, which apply for so long as the
relevant Intermediate Holding Company owns any U.S. Regulated
Subsidiary (the ``Limitation Provisions'').\19\ Such provisions
authorize the relevant entity's Board of Directors to grant exceptions
to the voting and ownership concentration limitations if the Board of
Directors makes certain determinations.
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    \19\ See ICE Holdings Certificate, Art. V, Sec. A and B; NYSE
Holdings Operating Agreement, Art. IX, Sec. 9.1(a) and (b); and NYSE
Group Certificate, Art. IV, Sec. 4(b)(1) and (2).
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    The ICE Certificate has a similar voting and ownership
concentration limitation provision.\20\ The Exchange proposes to amend
the Limitations Provisions to make them more consistent with the
provision in the ICE Certificate.
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    \20\ See ICE Certificate, Art. V, Sec. A and B, and 82 FR 25018,
supra note 4, at 25020.
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Definition of Member
    Currently, the Limitation Provisions include lengthy provisions
listing the different categories of members and permit holders of each
of the NYSE, NYSE American, NYSE Arca, and NYSE National.\21\
Consistent with the ICE Certificate,\22\ the Exchange proposes to
replace such provisions with the defined term ``Member,'' or, in the
case of the NYSE Holdings Operating Agreement, ``Exchange Member,''
defined to mean a person that is a ``member'' of an exchange within the
meaning of Section 3(a)(3)(A) of the Exchange Act.\23\
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    \21\ See ICE Holdings Certificate, Art. V, Sec. A(3)(c); NYSE
Holdings Operating Agreement, Art. IX, Sec. 9.1(a)(3)(c); and NYSE
Group Certificate, Art. IV, Sec. 4(b)(1)(A)(y).
    \22\ See ICE Certificate, Art. V, Sec. A(3)(c) and (8).
    \23\ 15 U.S.C. 78c(a)(3)(A). NYSE Holdings uses ``Exchange
Member'' because, as a limited liability company, it has a Member,
which is ICE Holdings.
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    The Exchange believes that using ``Member'' or ``Exchange Member''
in place of the lists of categories of members and permit holders
presently in the Governing Documents would simplify the Limitation
Provisions, avoiding exchange-by-exchange descriptions of categories of
members and permit holders without substantive change. Each of the
categories listed--an ETP Holder, OTP Holder or OTP Firm of NYSE Arca,
a ``member'' or ``member organization'' of the NYSE or NYSE American,
or an ETP Holder of NYSE National--is a ``member'' of an exchange
within the meaning of Section 3(a)(3)(A) of the Exchange Act.\24\
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    \24\ 15 U.S.C. 78c(a)(3)(A). Former NYSE Arca Equities ETP
Holders are now ETP Holders of NYSE Arca. See 82 FR 40044, supra
note 10, at 40044.
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    The Exchange believes that the use of ``Member'' and the changes to
remove the descriptions of categories of members and permit holders
would be appropriate because it would align the Limitation Provisions
more closely with the ICE Certificate, as well as voting and ownership
concentration limits in the certificates of incorporation of other
companies that own one or more national securities exchanges, which use
a similar description of membership.\25\ The Exchange accordingly
proposes the following changes:
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    \25\ See Second Amended and Restated Certificate of
Incorporation of CBOE Holdings, Inc. (``CBOE Certificate''), Art.
Sixth, Sec. (a)(ii)(C) and (b)(ii)(D) (``Trading Permit Holder'');
Amended and Restated Certificate of Incorporation of Miami
International Holdings, Inc., Article Ninth (a)(ii) (``Exchange
Member'').

     The definition of ``Member'' would be added to the ICE
Holdings Certificate, Article V.A.8, and NYSE Group Certificate,
Article IV, Section 4(b)(1)(F). Articles V.A.8 through 10 of the ICE
Holdings Certificate would be renumbered accordingly.
     In the NYSE Holdings Operating Agreement, Article I,
Section 1.1, the definition of ``Exchange Member'' would be added
and the definitions of ``MKT Member,'' ``NYSE Arca ETP Holder,''
``NYSE Member,'' ``NYSE National ETP Holder,'' ``OTP Firm,'' and
``OTP Holder'' would be deleted.
     In the NYSE Group Certificate, Article IV, Section
4(b)(2)(C)(iv), ``an NYSE Arca ETP Holder or an OTP Holder or OTP
Firm'' would be replaced with ``a Member of any Exchange.'' \26\
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    \26\ See ICE Certificate, Art. V, Sec. B(3)(d).

Approval Requirements for Exceeding Voting and Concentration Limits
    The Exchange proposes that, in the case of a person seeking
approval to exercise voting rights in excess of 20% of the outstanding
votes, the amended Limitation Provisions require that neither such
person nor any of its related persons be a Member of an Exchange,
instead of referring to the various categories of Exchange membership.
Accordingly, the Exchange

proposes to make the following changes to ICE Holdings Certificate,
Article V.A.3.c; NYSE Holdings Operating Agreement, Article IX, Section
9.1(a)(3)(C); and the NYSE Group Certificate, Article IV, Section
4(b)(1)(A)(y):

     In the provisions of the ICE Holdings and NYSE Holdings
Governing Documents, the text ``NYSE Arca, Inc. (`NYSE Arca') or
NYSE Arca Equities, Inc. (`NYSE Arca Equities') or any facility of
NYSE Arca'' would be replaced with ``one or more Exchanges.'' In
addition, ``and'' would be added between clauses (i) and (ii).
     In the provision of the NYSE Group Certificate, ``the
NYSE Arca or NYSE Arca Equities or any facility of NYSE Arca'' would
be replaced with ``one or more Exchanges.'' In addition, ``and''
would be added between clauses (1) and (2).
     In all three provisions, the text ``a Member (as
defined below) of any Exchange'' would replace the text from ``an
ETP Holder (as defined in the NYSE Arca Equities rules'' through the
end of the paragraph, with the exception that the NYSE Holdings text
does not include ``(as defined below).''

    In addition, the Exchange proposes the following changes to the ICE
Holdings Certificate, Article V.A.3.d; NYSE Holdings Operating
Agreement, Article IX, Section 9.1(a)(3)(D); and the NYSE Group
Certificate, Article IV, Section 4(b)(1)(A)(z):

     In all three provisions, the text ``NYSE Arca or NYSE
Arca Equities or any facility of NYSE Arca'' would be replaced with
``one or more Exchanges,'' with the exception that the NYSE Group
text has the word ``the'' at its start. The text ``a Member of any
Exchange'' would replace the text from ``an NYSE Arca ETP Holder''
through the end of the paragraph.
     In the provisions of the ICE Holdings and NYSE Holdings
Governing Documents, the word ``and'' would be added between (i) and
(ii). In the provision of the NYSE Group Certificate, the word
``and'' would be added between clauses (1) and (2).

    The Exchange proposes that the conditions relating to a person
seeking approval to exceed the ownership concentration limitation be
similarly amended. The Exchange accordingly proposes the following
changes to the ICE Holdings Certificate, Article V.B.3.d; NYSE Holdings
Operating Agreement, Article IX, Section 9.1(b)(3)(D); and the NYSE
Group Certificate, Article IV, Section 4(b)(2)(C)(iv):

     The word ``and'' would be added immediately before the
provisions.
     The text ``NYSE Arca or NYSE Arca Equities or any
facility of NYSE Arca'' would be replaced with ``any Exchange,''
with the exception that the NYSE Group text has the word ``the'' at
its start.
     The text from ``an NYSE Arca ETP Holder'' through the
end of the next three subparagraphs would be deleted and replaced
with ``a Member of any Exchange.''
Definition of Related Persons
    Currently, the Limitation Provisions include lengthy definitions of
``Related Persons.'' The Exchange proposes to amend such definitions to
eliminate the exchange-by-exchange description. Use of ``Member'' would
permit a simplification, without substantive change, of the portion of
the definition of the term ``Related Persons'' relating to members and
trading permit holders. The revised definitions would be the same as
the definition in the ICE Certificate, subject to differences in
numbering and, in the NYSE Holdings Operating Agreement, certain
terms.\27\
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    \27\ See ICE Certificate, Art. V, Sec. A(10). NYSE Holdings uses
``Interests of the Company'' rather than ``shares of stock of the
Corporation.''
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    The Exchange accordingly proposes the following changes to the
definitions of ``Related Persons'' in the ICE Holdings Certificate,
current Article V.A(9); NYSE Holdings Operating Agreement, Article I,
Section 1.1; and NYSE Group Certificate, Article IV, Section
4(b)(1)(E):

     In the fourth subparagraph, the text ```member
organization' (as defined in the rules of New York Stock Exchange,
as such rules may be in effect from time to time), any `member' (as
defined in the rules of New York Stock Exchange, as such rules may
be in effect from time to time)'' would be replaced with ``Member,
any Person.''
     In the fifth subparagraph, the text ``an OTP Firm, any
OTP Holder that is associated with such Person'' would be replaced
with ``a natural person and is a Member, any broker or dealer that
is also a Member with which such Person is associated.''
     In the ICE Holdings Certificate and NYSE Holdings
Operating Agreement, ``and'' would be added between the seventh and
eighth subparagraphs. In the NYSE Group Certificate, ``and'' would
be added between the eighth and ninth subparagraphs.
     In the ICE Holdings Certificate and NYSE Holdings
Operating Agreement, subparagraphs nine through 12 would be deleted.
In the NYSE Group Certificate, subparagraphs six and ten through 12
would be deleted, and the provisions renumbered accordingly.
Confidential Information
    The Exchange proposes to amend the confidential information
provisions in the ICE Holdings Bylaws, NYSE Holdings Operating
Agreement, and NYSE Group Certificate. The proposed amendments would
make such Governing Documents more consistent with the confidential
information provision in the ICE Bylaws.\28\
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    \28\ See ICE Bylaws, Art. VIII. See also 82 FR 25018, supra note
4, at 25020.
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    Accordingly, in the ICE Holdings Bylaws, Article VIII, Section
8.3(b); NYSE Holdings Operating Agreement, Article XII, Section 12.3;
and NYSE Group Certificate, Article X, the text ``U.S. Regulated
Subsidiary or any other U.S. Regulated Subsidiary over which such U.S.
Regulated Subsidiary has regulatory authority or oversight'' would be
replaced with ``Exchange.'' \29\
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    \29\ The text of the NYSE Group Certificate uses ``Regulated
Subsidiary'' instead of ``U.S. Regulated Subsidiary.''
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    The proposed change would remove the provisions that allow any U.S.
Regulated Subsidiary to inspect and copy the books and records of
another U.S. Regulated Subsidiary over which the first has regulatory
authority or oversight. As a result, the confidential information
provisions would no longer provide that NYSE Arca may inspect the books
and records of NYSE Arca, LLC or NYSE Arca Equities. However, the
proposed change would have no substantive effect, because pursuant to
NYSE Arca Rule 3.12 \30\ NYSE Arca would retain its authority over the
books and records of NYSE Arca, LLC, and NYSE Arca Equities no longer
exists. The NYSE, NYSE American, NYSE Arca and NYSE National do not
have regulatory authority or oversight over each other.
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    \30\ NYSE Arca Rule 3.12 provides, among other things, that the
books and records of NYSE Arca, LLC are deemed to be the books and
records of NYSE Arca for purposes of and subject to oversight
pursuant to the Exchange Act and subject to inspection and copying
by NYSE Arca. See ICE Bylaws, Art. VIII, Sec. 8.3.
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    The Exchange proposes the following additional changes to the
provisions:

     In the ICE Holdings Bylaws, Article VIII, Sections 8.1
and 8.2, and NYSE Holdings Operating Agreement, Article XII,
Sections 12.1 and 12.2, ``U.S. Subsidiaries' Confidential
Information'' would be amended to ``Exchange Confidential
Information.''
     In the NYSE Holdings Operating Agreement, Article 1,
Section 1.1, the definition of ``U.S. Subsidiaries' Confidential
Information'' would be deleted and the definition of ``Exchange
Confidential Information'' added.
Additional Proposed Changes to the Governing Documents
    In addition to the above, the Exchange proposes that Article II of
the ICE Holdings Certificate be updated to include the name and
building of its registered office in the State of Delaware. In
addition, conforming changes would be made to the title, recitals, date
and signature line, as applicable, of the Governing Documents.
ICE Certificate
    The Exchange proposes to make a non-substantive amendment to
Article

V, Section A(3)(a) of the ICE Certificate. Due to an oversight, the
text of the ICE Certificate approved by the ICE shareholders at the ICE
annual meeting omitted the word ``respective'' from Article V, Section
A(3)(a).\31\ To conform the ICE Certificate filed with the Commission
to the text approved by the shareholders, the Exchange proposes to
delete the word ``respective'' from clause (i) of the provision, which
would read as follows (proposed deletion in bracket):
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    \31\ See Intercontinental Exchange, Inc. Notice of 2017 Annual
Meeting and Proxy Statement, at page A-5, available at https://
ir.theice.com/~/media/Files/I/Ice-IR/quarterly-results/2016/proxy-
statement-2016.pdf.

    will not impair the ability of any national securities exchange
registered under Section 6 of the Exchange Act that is directly or
indirectly controlled by the Corporation (each such national
securities exchange so controlled, an ``Exchange''), any entity
controlled by the Corporation that is not itself an Exchange but
that directly or indirectly controls an Exchange (each such
controlling entity, an ``Intermediate Holding Company'') or the
Corporation to discharge their [respective] responsibilities under
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the Exchange Act and the rules and regulations thereunder. . . .

    The Exchange does not propose to make any other changes to the ICE
Certificate.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \32\ in general, and with Section
6(b)(1) \33\ 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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    \32\ 15 U.S.C. 78f(b).
    \33\ 15 U.S.C. 78f(b)(1).
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    In particular, the Exchange believes that the proposed amendments
to replace references to the U.S. Regulated Subsidiaries and to the
NYSE, NYSE American, NYSE Arca, NYSE Arca, LLC and NYSE Arca Equities
with references to an ``Exchange'' or the ``Exchanges,'' as
appropriate, would contribute to the orderly operation of the Exchange
by adding clarity and transparency to the Exchange's rules by
eliminating references in the Governing Documents to entities that are
not national securities exchanges. The Exchange Act definition of
``exchange'' states that ``exchange'' ``includes the market place and
the market facilities maintained by such exchange.'' \34\ Accordingly,
all market places and market facilities maintained by an Exchange would
fall within the definition of Exchange and therefore would fall within
the scope of the Governing Documents. The Exchange notes that the
proposed change would align the Governing Documents voting and
ownership concentration limits in the certificates of incorporation of
other companies that own one or more national securities exchanges,
which do not include references to subsidiaries other than national
securities exchanges.\35\ In addition, it would contribute to the
orderly operation of the Exchange by adding clarity and transparency to
the Exchange's rules by eliminating obsolete references to NYSE Arca
Equities, which has been merged out of existence.
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    \34\ 15 U.S.C. 78c(a)(1).
    \35\ See CBOE Certificate, Art. Fifth, Sec. (a)(v), and Art.
Sixth, Sec. (a)(ii)(A) (``Regulated Securities Exchange
Subsidiaries''); and Amended and Restated Certificate of
Incorporation of Bats Global Markets Holdings, Inc., Art. Fifth,
Sec. (2) (``Exchange Subsidiaries'').
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    As a result of the proposed use of ``Exchanges'' instead of ``U.S.
Regulated Subsidiaries,'' the confidential information provisions of
the Governing Documents would no longer provide that any U.S. Regulated
Subsidiary is authorized to inspect the books and records of another
U.S. Regulated Subsidiary over which the first has regulatory authority
or oversight, including that NYSE Arca may inspect the books and
records of NYSE Arca, LLC or NYSE Arca Equities. The proposed change
would add further clarity and transparency to the Exchange's rules
without having a substantive effect, as, pursuant to NYSE Arca Rule
3.12, NYSE Arca would retain its authority over the books and records
of NYSE Arca, LLC, NYSE Arca Equities no longer exists and the NYSE,
NYSE American, NYSE Arca and NYSE National do not have regulatory
authority or oversight over each other.
    The Exchange believes that the proposed use in the Governing
Documents of the defined term ``Intermediate Holding Company'' in place
of lists of intermediate holding companies would contribute to the
orderly operation of the Exchange by adding clarity and transparency to
the Exchange's rules by eliminating references to entities that are not
national securities exchanges without making a substantive change.
    Similarly, the Exchange believes that the proposed use of the
defined term ``Member'' in place of lists of categories of members and
permit holders in the Limitation Provisions would simplify the
provisions without substantive change, avoiding exchange-by-exchange
descriptions of categories of members and permit holders, as each of
the categories currently listed is a ``member'' of an exchange within
the meaning of Section 3(a)(3)(A) of the Exchange Act.\36\ Such use of
``Member,'' along with the simplification of the definition of
``Related Persons'' in the Limitation Provisions, would add clarity and
transparency to the Exchange's rules as well as align the Limitation
Provisions with the ICE Certificate voting and ownership concentration
limits and with the voting and ownership concentration limits in the
certificates of incorporation of other companies that own one or more
national securities exchanges, which use a similar description of
membership.\37\
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    \36\ 15 U.S.C. 78c(a)(3)(A). Former NYSE Arca Equities ETP
Holders are now ETP Holders of NYSE Arca. See 82 FR 40044, supra
note 10, at 40044.
    \37\ See note 25, supra.
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    For similar reasons, the Exchange also believes that this filing
furthers the objectives of Section 6(b)(5) of the Exchange Act \38\
because the proposed rule change would be consistent with and would
create a governance and regulatory structure that 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 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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    \38\ 15 U.S.C. 78f(b)(5).
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    Specifically, the proposed amendments (1) replacing references to
the U.S. Regulated Subsidiaries, Regulated Subsidiaries, and to the
NYSE, NYSE American, NYSE Arca, NYSE Arca, LLC and NYSE Arca Equities
with references to an ``Exchange'' or the ``Exchanges,'' as
appropriate; (2) using ``Intermediate Holding Company'' in place of
lists of intermediate holding companies; (3) using ``Member'' in place
of the lists of categories of members and permit holders in the
Limitation Provisions; (4) simplifying the definition of ``Related
Persons'' in the Limitation Provisions; (5) removing the ability of a
U.S. Regulated Subsidiary to inspect the books and records of other
U.S. Regulated Subsidiaries; and (6) making conforming changes to the
Governing

Documents, would remove impediments to and perfect the mechanism of a
free and open market by simplifying and streamlining the Exchange's
rules and removing obsolete references, thereby ensuring that persons
subject to the Exchange's jurisdiction, regulators, and the investing
public can more easily navigate and understand the Governing Documents.
    The Exchange believes that the proposed amendments to the Governing
Document provisions limiting claims against directors, officers and
employees, as well as the relevant Intermediate Holding Company, would
remove impediments to, and perfect the mechanism of a free and open
market and a national market system and, in general, protect investors
and the public interest because the proposed changes would conform the
provision to the analogous statement in the ICE Certificate, as well as
in the governing documents of other holding companies of national
securities exchanges, which are substantially similar.\39\
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    \39\ See note 18, supra.
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    Finally, the Exchange believes that its proposed non-substantive
amendment to Article V, Section A(3)(a) of the ICE Certificate would
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 because it would ensure that the ICE
Certificate filed with the Commission conforms to the text approved by
the ICE shareholders at the ICE annual meeting.

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
update and streamline the Intermediate Holding Company governing
documents to make them more consistent with the governing documents of
ICE, their ultimate parent, including by (a) streamlining references to
ICE subsidiaries that either are or control national securities
exchanges and deleting references to other ICE subsidiaries; and (b)
amending the provisions regarding limitations on claims, voting and
ownership concentration limitations, and confidential information.
    The Exchange believes that the proposed rule change will serve to
promote clarity and consistency, thereby reducing burdens on the
marketplace and facilitating investor protection. The proposed rule
change would result in no concentration or other changes of ownership
of exchanges.

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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \40\ and Rule 19b-4(f)(6) thereunder.\41\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6) thereunder.\42\
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    \40\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \41\ 17 CFR 240.19b-4(f)(6).
    \42\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of such 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 shall institute proceedings under
Section 19(b)(2)(B) \43\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \43\ 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-2017-29 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-2017-29. 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-NYSEAMER-2017-29 and should
be submitted on or before December 12, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
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    \44\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25139 Filed 11-20-17; 8:45 am]
 BILLING CODE 8011-01-P