[Federal Register Volume 77, Number 39 (Tuesday, February 28, 2012)]
[Notices]
[Page 12102]
[FR Doc No: 2012-4807]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

In the Matter of: American United Gold Corporation, AMS Homecare
Inc., Aucxis Corp., and CYOP Systems International Inc.; Order of
Suspension of Trading

February 24, 2012.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
American United Gold Corporation because it has not filed any periodic
reports since the period ended June 30, 2008.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
AMS Homecare Inc. because it has not filed any periodic reports since
the period ended February 28, 2007.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Aucxis Corp. because it has not filed any periodic reports since the
period ended September 30, 2005.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
CYOP Systems International Inc. because it has not filed any periodic
reports since the period ended December 31, 2006.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies.
    Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the securities of the
above-listed companies is suspended for the period from 9:30 a.m. EST
on February 24, 2012, through 11:59 p.m. EST on March 8, 2012.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-4807 Filed 2-24-12; 11:15 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 20 (Thursday, January 30, 2014)]
[Notices]
[Pages 4996-5002]
[FR Doc No: 2014-01809]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71393; File No. SR-NYSE-2014-04]

Self-Regulatory Organizations; New York Stock Exchange, LLC;
Notice of Filing of Proposed Rule Change Relating to a Corporate Action
in Which Its Indirect Parent, NYSE Euronext Holdings LLC, Will Become a
Wholly Owned Subsidiary of IntercontinentalExchange, Inc.

January 24, 2014.
    Pursuant to Section 19(b)(1) \1\ of the U.S. Securities Exchange
Act of 1934, as amended (the ``Exchange Act''), and Rule 19b-4
thereunder,\2\ notice is hereby given that on January 17, 2014, the New
York Stock Exchange, LLC (the ``Exchange'') filed with the U.S.
Securities and Exchange Commission (the ``Commission'') the proposed
rule change as described in Items I and II below, which items have been
prepared substantially 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

A. Overview of the Proposed Merger

    The New York Stock Exchange, LLC (the ``Exchange''), a New York
limited liability company, registered national securities exchange and
self-regulatory organization, is submitting this rule filing (the
``Proposed Rule Change'') to the U.S. Securities and Exchange
Commission (the ``Commission'') in connection with the contribution by
IntercontinentalExchange Group, Inc., a Delaware corporation (``ICE
Group''), of its 100% membership interest in NYSE Euronext Holdings
LLC, a Delaware limited liability company (``NYX Holdings''), which is
an indirect owner of a 100% interest in the Exchange, to another wholly
owned subsidiary of ICE Group, IntercontinentalExchange, Inc., a
Delaware corporation (``ICE Inc.'').
    NYX Holdings owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the Exchange, NYSE Arca, Inc.
(``NYSE Arca'') and NYSE MKT LLC (``NYSE MKT'')--and (2) 100% of the
equity interest of NYSE Market (DE), Inc. (``NYSE Market''), NYSE
Regulation, Inc. (``NYSE Regulation''), NYSE Arca L.L.C., NYSE Arca
Equities, Inc. (``NYSE Arca Equities'') and NYSE Amex Options LLC
(``NYSE Amex Options'') (the NYSE Exchanges, together with (x) NYSE
Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca Equities and NYSE
Amex Options and (y) any similar U.S. regulated entity acquired, owned
or created after the date hereof, the ``U.S. Regulated Subsidiaries''
and each, a ``U.S. Regulated Subsidiary''). Each of NYSE Arca and NYSE
MKT will be separately filing a proposed rule change in connection with
the matters addressed herein that will be substantially the same as the
Proposed Rule Change.
    Upon completion of ICE Group's contribution to ICE Inc. of 100% of
NYX Holdings (the ``Transfer''), each U.S. Regulated Subsidiary will
become an indirect wholly owned subsidiary of ICE Inc. ICE Inc. will
remain a direct wholly owned subsidiary of ICE Group, a public company
that is listed on the Exchange. The Transfer is strictly an internal
reorganization that does not affect the interests of ICE Group's
stockholders. The Transfer will not affect the operation of the U.S.
Regulated Subsidiaries.
    The Transfer is part of the process pursuant to which ICE Group
will prepare for the previously announced sale of the continental
European cash equity platforms and the derivatives trading on them (the
``Euronext Sale'') currently owned by Euronext N.V., a Dutch company
with limited liability (``Euronext'') and a wholly owned subsidiary of
ICE Group. The Transfer also will facilitate the transitioning of the
derivatives businesses of another current subsidiary of Euronext, Liffe
Administration and Management (``LAM''), to ICE Futures Europe, a
subsidiary of ICE Inc., and will enable ICE Inc. to continue in
compliance with certain debt covenants after the Euronext Sale. (The
transitioning of the derivatives business of LAM is subject to
regulatory approval in the United Kingdom.)

B. Summary of Proposed Rule Change

    The Exchange is proposing that, in connection with the Transfer,
the Commission approve the organizational documents of ICE Inc. and
amendments to the Amended and Restated Limited Liability Company
Agreement of NYX Holdings (``NYX Holdings Operating Agreement'') and
the Amended and Restated Bylaws of ICE Group (``ICE Group Bylaws'').
The Proposed Rule Change is summarized as follows:
    Certificate of Incorporation and Bylaws of ICE Inc. ICE Inc. would
take appropriate steps to incorporate voting and ownership
restrictions, provisions relating to the qualifications of directors
and officers and their submission to jurisdiction, compliance with the
federal securities laws, access to books and records, and other matters
related to its control of the U.S. Regulated Subsidiaries.
Specifically, the Fifth Amended and Restated Certificate of
Incorporation of ICE Inc. (the ``ICE Inc.

Certificate'') \3\ and the Second Amended and Restated Bylaws of ICE
Inc. (the ``ICE Inc. Bylaws'') \4\ would contain provisions to
incorporate these concepts with respect to itself, as well as its
directors, officers, employees and agents (as applicable):
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    \3\ The text of the proposed ICE Inc. Certificate is attached to
the Proposed Rule Change as Exhibit 5A.
    \4\ The text of the proposed ICE Inc. Bylaws is attached to the
Proposed Rule Change as Exhibit 5B.
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     Voting and Ownership Restrictions in the ICE Inc.
Certificate. The ICE Inc. Certificate would contain voting and
ownership restrictions that will take effect only in the event ICE
Group does not hold all of the issued and outstanding shares of stock
of ICE Inc. The ICE Inc. Certificate would restrict any person, either
alone or together with its related persons, from having voting control
over ICE Inc. shares entitling the holder thereof to cast more than 10%
of the then outstanding votes entitled to be cast on a matter or
beneficially owning ICE Inc. shares representing more than 20% of the
outstanding votes entitled to be cast on a matter. The ICE Inc.
Certificate would provide that ICE Inc. will be required to disregard
any votes purported to be cast in excess of the voting restriction. In
the event that any person(s) exceeds the ownership restrictions, it
will be obligated to sell promptly, and ICE Inc. will be obligated to
purchase promptly, at a price equal to the par value of such shares and
to the extent funds are legally available for such purchase, the number
of shares of ICE Inc. necessary so that such person, together with its
related persons, will beneficially own shares of ICE Inc. representing
in the aggregate no more than 20% of the then outstanding votes
entitled to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding. The ICE Inc. board of directors may waive the
voting and ownership restrictions if it makes certain determinations
and expressly resolves to permit the voting and ownership that is
subject to such restrictions, and such resolutions have been filed
with, and approved by, the Commission under Section 19(b) of the U.S.
Securities Exchange Act of 1934, as amended (together, with the rules
promulgated thereunder, the ``Exchange Act'') and filed with, and
approved by, the relevant European Regulators having appropriate
jurisdiction and authority. The ICE Inc. Certificate further provides
that the board of directors may not approve either voting or ownership
rights in excess of a 20% threshold with respect to any person that is
a Member of the Exchange, (an ``NYSE Member''), a Member of NYSE MKT
(including any person who is a related person of such member, a ``NYSE
MKT Member''), an ETP Holder of NYSE Arca Equities (an ``ETP Holder''),
or an OTP Holder or OTP Firm of NYSE Arca, (an ``OTP Holder'' and ``OTP
Firm,'' respectively), as each of these terms is defined in the ICE
Inc. Certificate.
     Jurisdiction. The ICE Inc. Bylaws will provide that ICE
Inc. and its directors, and, to the extent they are involved in the
activities of the U.S. Regulated Subsidiaries, its officers, and those
of its employees whose principal place of business and residence is
outside the United States will be deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts and the Commission for the
purposes of any suit, action or proceedings pursuant to the U.S.
federal securities laws and the rules or regulations thereunder,
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. In addition, the ICE Inc. Bylaws would provide that, so
long as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary, the directors, officers and employees will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act. The ICE Inc. Bylaws would provide that ICE Inc. will take
reasonable steps necessary to cause its officers, directors and
employees to agree and consent in writing to the applicability to them
of these jurisdictional and oversight provisions with respect to their
activities related to any U.S. Regulated Subsidiary.
     Books and Records. The ICE Inc. Bylaws would provide that
for so long as ICE Inc. directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Inc. will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act, and that ICE Inc.'s books and records will at all times
be made available for inspection and copying by the Commission, and by
any U.S. Regulated Subsidiary to the extent they are related to the
activities of such U.S. Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight. In addition, ICE Inc.'s books and
records related to the U.S. Regulated Subsidiaries will be maintained
within the United States, except that to the extent that books and
records may relate to both European subsidiaries and U.S. Regulated
Subsidiaries, ICE Inc. may maintain such books and records either in
the home jurisdiction of one or more European subsidiaries or in the
United States.
     Restrictions on Amendments to ICE Inc. Certificate and
Bylaws. The ICE Inc. Certificate would provide that before any
amendment to the ICE Inc. Certificate may be effectuated, such
amendment would need to be submitted to the board of directors of each
U.S. Regulated Subsidiary and, if so determined by any such board,
would need to be filed with, or filed with and approved by, the
Commission before such amendment may become effective. The ICE Inc.
Bylaws would include the same requirement.
     Additional Matters. The ICE Inc. Bylaws would include
provisions regarding cooperation with the Commission and the U.S.
Regulated Subsidiaries, compliance with U.S. federal securities laws,
confidentiality of information regarding the U.S. Regulated
Subsidiaries' self-regulatory function, preservation of the
independence of the U.S. Regulated Subsidiaries' self-regulatory
function, and directors' consideration of the effect of ICE Inc.'s
actions on the U.S. Regulated Subsidiaries' ability to carry out their
respective responsibilities under the Exchange Act.
     Proposed Amendments to NYX Holdings Operating
Agreement.\5\ The NYX Holdings Operating Agreement currently provides
that all membership interests in NYX Holdings must be held by ICE
Group. In order that ICE Group may contribute all of the membership
interests in NYX Holdings to ICE Inc., the NYX Holdings Operating
Agreement would be amended to reflect that ICE Inc. is the ``Member''
and previously was the ``Initial Member'', as those terms are used
throughout the NYX Holdings Operating Agreement, and to make
nonsubstantive conforming changes to the recitals and definitions.
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    \5\ The text of the proposed Second Amended and Restated Limited
Liability Company Operating Agreement of NYX Holdings is attached to
the Proposed Rule Change as Exhibit 5C.
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     Proposed Approval of Transfer of NYX Holdings Membership
Interests. NYX Holdings Operating Agreement currently provides that ICE
Group, as the sole member, may not transfer or assign any membership
interests of NYX Holdings to any person or entity without the
Commission's approval. ICE Group has adopted the resolutions in order
to permit ICE Group to transfer its membership interest in NYX Holdings
to ICE Inc. and to amend the NYX

Holdings Operating Agreement to reflect the change of ownership (the
``ICE Group 2013 Resolutions'').\6\ NYX Holdings has adopted
resolutions making the determinations required under the NYX Holdings
Operating Agreement to approve the assumption of ownership by ICE Inc.
(the ``NYX Holdings Resolutions'').\7\
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    \6\ A copy of the ICE Group 2013 Resolutions is attached to the
Proposed Rule Change as Exhibit 5D-1.
    \7\ A copy of the NYX Holdings Resolutions is attached to the
Proposed Rule Change as Exhibit 5E.
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    The proposed Fifth Amended and Restated Certificate of
Incorporation of IntercontinentalExchange, Inc., effective as of the
consummation of the Transfer; the proposed Second Amended and Restated
Bylaws of IntercontinentalExchange, Inc., effective as of the
consummation of the Transfer; the proposed Second Amended and Restated
Limited Liability Company Agreement of NYSE Euronext Holdings LLC,
effective as of the consummation of the Transfer; the resolutions of
the Board of Directors of IntercontinentalExchange Group, Inc., adopted
by the Board of Directors of IntercontinentalExchange Group, Inc. on
December 13, 2013; the resolutions of the Board of Directors of
IntercontinentalExchange Group, Inc. that will be adopted by the Board
of Directors of IntercontinentalExchange Group, Inc. as of the
consummation of the Transfer; the resolutions of the Board of Managers
of NYSE Euronext Holdings LLC, that will be adopted by the Board of
Directors of NYSE Euronext Holdings LLC; and the proposed Second
Amended and Restated Bylaws of IntercontinentalExchange Group, Inc.,
effective as of the consummation of the Transfer are attached to the
Proposed Rule Change as Exhibits 5A, 5B, 5C, 5D-1, 5D-2, 5E and 5F,
respectively.
    The text of the Proposed Rule Change is available at the Exchange,
the Commission's Public Reference Room, and on the Web site of the
Exchange (www.nyse.com). The text of Exhibits 5A through 5F to the
Proposed Rule Change is also available on the Exchange's Web site and
on the Commission's Web site (www.sec.gov/rules/sro.shtml).

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 has included
statements concerning the purpose of, and basis for, 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of this rule filing is to adopt the rules necessary to
permit ICE Group to effect the Transfer.
1. Overview of the Transfer
    The Exchange is submitting the Proposed Rule Change to the
Commission in connection with the transfer by ICE Group of all
membership interests in NYX Holdings to ICE Inc. Other than as
described herein and in the separate proposed rule changes filed by
each NYSE Exchange, ICE Group, ICE Inc. and the NYSE Exchanges do not
plan to make any changes to the regulated activities of the U.S.
Regulated Subsidiaries in connection with the Transfer. If ICE Group or
ICE Inc. determines to make any such changes to the regulated
activities of any U.S. Regulated Subsidiary, it will seek the approval
of the Commission. The Proposed Rule Change, if approved by the
Commission, will not be effective until the consummation of the
Transfer.
    ICE Inc. is a wholly owned subsidiary of ICE Group and a sister
subsidiary of NYX Holdings. ICE Group will contribute the equity
interests in NYX Holdings to ICE Inc., at which point NYX Holdings will
become a direct wholly owned subsidiary of ICE Inc., and the U.S.
Regulated Subsidiaries owned by NYX Holdings will become indirect
wholly owned subsidiaries of ICE Inc. ICE Group will continue as the
ultimate parent entity of NYX Holdings through ICE Inc.
2. Overview of ICE Inc. Following the Transaction
    Following the Transfer, ICE Group will continue to hold all of the
equity interests in ICE Inc., and ICE Inc. will hold all the membership
interests in NYX Holdings. NYX Holdings will continue to hold (1) 100%
of the equity interests of NYSE Group (which, in turn, directly or
indirectly holds 100% of the equity interests of the U.S. Regulated
Subsidiaries) and (2) 100% of the equity interest of Euronext (which,
in turn, directly or indirectly holds 100% of the equity interests in
certain regulated trading markets in Belgium, France, the Netherlands,
Portugal and the United Kingdom). The Transfer is part of the process
pursuant to which ICE Group will prepare for the Euronext Sale.
    The ICE Inc. Certificate and Bylaws will include ownership and
voting limitations and certain other provisions to satisfy U.S. and
European regulatory requirements as described in detail in the Proposed
Rule Change. These provisions are modeled on provisions currently in
the ICE Group Certificate of Incorporation and Bylaws, as well as those
in the NYX Holdings Operating Agreement.
    Other than certain modifications described herein, the current
corporate structure, governance and self-regulatory independence and
separation of each U.S. Regulated Subsidiary will be preserved.
    ICE Group and ICE Inc. acknowledge that to the extent either
becomes aware of possible violations of the rules of the Exchange, NYSE
Arca or NYSE MKT, it will be responsible for referring such possible
violations to each such exchange, respectively.
3. Proposed Approval of Transfer of NYX Holdings Membership Interests
    Article VII of the current NYX Holdings Operating Agreement
provides that the sole Member, ICE Group, may not transfer or assign
any membership interests of NYX Holdings to any person or entity unless
such transfer shall (1) be filed with and approved by the Commission
under Section 19 of the Exchange Act and (2) filed with and approved by
the relevant European Regulators under the Applicable European Exchange
Regulations. ICE Group, as sole Member, has adopted the ICE Group 2013
Resolutions in order to permit ICE Group to transfer its membership
interests in NYX Holdings to ICE Inc. and to amend the NYX Holdings
Operating Agreement to reflect the change of ownership. NYX Holdings
has adopted the NYX Holdings Resolutions making the determinations
required under the NYX Holdings Operating Agreement to approve the
assumption of ownership by ICE Inc. The Exchange is requesting approval
by the Commission of the ICE Group 2013 Resolutions and the NYX
Holdings Resolutions to allow the Transfer to take place.
4. Proposed Amendments to Ownership and Voting Restrictions After the
Transfer
Overview
    The Exchange is proposing that, effective as of the completion of
the Transfer, the ICE Inc. Certificate would contain voting and
ownership restrictions that are substantially

identical to those currently in the ICE Group Certificate and the NYX
Holdings Operating Agreement and would restrict any person, either
alone or together with its related persons, from having voting control
over ICE Inc. shares entitling the holder thereof to cause more than
10% of the votes entitled to be cast on any matter or beneficially
owning ICE Inc. shares representing more than 20% of the outstanding
votes that may be cast on any matter. These limitations would apply
only in the event that ICE Group does not own all of the issued and
outstanding stock in ICE Inc. and only for so long as ICE Inc. directly
or indirectly controls any U.S. Regulated Subsidiary or any European
Market Subsidiary.
Voting and Ownership Restrictions in the ICE Inc. Certificate
    Under the Proposed Rule Change, the ICE Inc. Certificate would
provide that, in the event ICE Group does not own all of the issued and
outstanding shares of stock of ICE Inc., (1) no person, either alone or
together with its related persons (as defined in the ICE Inc.
Certificate), may be entitled to vote or cause the voting of shares of
stock of ICE Inc. beneficially owned by such person or its related
persons, in person or by proxy or through any voting agreement or other
arrangement, to the extent that such shares represent in the aggregate
more than 10% of the then outstanding votes entitled to be cast on such
matter, and (2) no person, either alone or together with its related
persons, may acquire the ability to vote more than 10% of the then
outstanding votes entitled to be cast on any such matter by virtue of
agreements or arrangements entered into with other persons to refrain
from voting shares of stock of ICE Inc. (the ``ICE Inc. Voting
Restriction'').\8\ The ICE Inc. Certificate will require ICE Inc. to
disregard any votes purported to be cast in excess of the ICE Inc.
Voting Restriction.
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    \8\ See ICE Inc. Certificate, Article V Section A.
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    In addition, the ownership restrictions in the ICE Inc. Certificate
would provide that, if such restrictions apply, no person, either alone
or together with its related persons, may at any time own beneficially
shares of ICE Inc. representing in the aggregate more than 20% of the
then outstanding votes entitled to be cast on any matter (the ``ICE
Inc. Ownership Restrictions'').\9\ If any person, either alone or
together with its related persons, owns shares of ICE Inc. in excess of
the ICE Inc. Ownership Restriction, then such person and its related
persons are obligated to sell promptly, and ICE Inc. is obligated to
purchase promptly, at a price equal to the par value of such shares and
to the extent funds are legally available for such purchase, the number
of shares of ICE Inc. necessary so that such person, together with its
related persons, will beneficially own shares of ICE Inc. representing
in the aggregate no more than 20% of the then outstanding votes
entitled to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding.\10\
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    \9\ See ICE Inc. Certificate, Article V Section B.
    \10\ See ICE Inc. Certificate, Article V Section B.4.
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    The ICE Inc. Certificate would provide that the ICE Inc. Voting
Restriction and the ICE Inc. Ownership Restriction would apply only for
so long as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary.
    The ICE Inc. Voting Restriction applies to each person unless and
until (1) such person has delivered a notice in writing to the board of
directors of ICE Inc., not less than 45 days (or such shorter period as
the board of directors of ICE Inc. expressly permits) prior to any
vote, of such person's intention, either alone or together with its
related persons, to vote or cause the voting of shares of ICE Inc.
stock beneficially owned by such person or its related persons in
excess of the ICE Inc. Voting Restriction; (2) the board of directors
of ICE Inc. has resolved to expressly permit such voting; and (3) such
resolution has been filed with, and approved by, the Commission under
Section 19(b) of the Exchange Act \11\ and filed with, and approved by,
the relevant European Regulators having appropriate jurisdiction and
authority.\12\ Subject to its fiduciary duties under applicable law,
the ICE Inc. board of directors may not adopt any resolution pursuant
to the foregoing clause (2) unless the board has determined that the
exercise of such voting rights (or the entering into of a voting
agreement), as applicable:
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    \11\ 15 U.S.C. 78s(b).
    \12\ See ICE Inc. Certificate, Article V Section A.2.
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     Will not impair the ability of any U.S. Regulated
Subsidiary, ICE Inc., NYX Holdings or NYSE Group to discharge their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;
     will not impair the ability of any European Market
Subsidiary, ICE Inc., NYX Holdings or Euronext NV to discharge their
respective responsibilities under the European Exchange Regulations (as
defined in the ICE Inc. Bylaws);
     is otherwise in the best interests of ICE Inc., its
stockholder(s), the U.S. Regulated Subsidiaries and the European Market
Subsidiaries, and will not impair the Commission's ability to enforce
the Exchange Act or the European Regulators' ability to enforce the
European Exchange Regulations;
     for so long as ICE Inc. directly or indirectly controls
NYSE Arca, Inc. or NYSE Arca Equities or any facility of NYSE Arca,
neither such person nor any of its related persons is an ETP Holder, an
OTP Holder or an OTP Firm; and
     for so long as ICE Inc. directly or indirectly controls
the Exchange or NYSE Market, neither such person nor any of its related
persons is a NYSE Member;
     for so long as ICE Inc. directly or indirectly controls
NYSE MKT, neither such person nor any of its related persons is an MKT
Member; and
     neither such person nor any of its related persons is a
U.S. Disqualified Person or a European Disqualified Person (as such
terms are defined in the ICE Inc. Certificate).\13\
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    \13\ See ICE Inc. Certificate, Article V Sections A.3(c)(i),
A.3(d)(i) and B.3(c)(i).
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    The ICE Inc. Ownership Restriction applies to each person unless
and until (1) such person has delivered a notice in writing to the
board of directors of ICE Inc., not less than 45 days (or such shorter
period as the board of directors of ICE Inc. expressly permits) prior
to the acquisition of any shares of ICE Inc. that would cause such
person, either alone or together with its related persons, to exceed
the ICE Inc. Ownership Restriction, of such person's intention, either
alone or together with its related persons, to acquire such ownership;
(2) the board of directors of ICE Inc. has resolved to expressly permit
such ownership; and (3) such resolution has been filed with, and
approved by, the Commission under Section 19(b) of the Exchange Act
\14\ and filed with, and approved by, the relevant European Regulators
having appropriate jurisdiction and authority.\15\ Subject to its
fiduciary duties under applicable law, the ICE Inc. board of directors
may not adopt any resolution pursuant to the foregoing clause (2)
unless the board has determined that such ownership:
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    \14\ 15 U.S.C. 78s(b).
    \15\ See ICE Inc. Certificate, Article V Section B.2.
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     Will not impair the ability of any U.S. Regulated
Subsidiary, ICE Inc., NYX Holdings or NYSE Group to discharge their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;

     Will not impair the ability of any European Market
Subsidiary, ICE Inc., NYX Holdings or Euronext NV to discharge their
respective responsibilities under the European Exchange Regulations (as
defined in the ICE Inc. Bylaws);
     is otherwise in the best interests of ICE Inc., its
stockholder(s), the U.S. Regulated Subsidiaries and the European Market
Subsidiaries, and will not impair the Commission's ability to enforce
the Exchange Act or the European Regulators' ability to enforce the
European Exchange Regulations;
     for so long as ICE Inc. directly or indirectly controls
NYSE Arca, Inc. or NYSE Arca Equities or any facility of NYSE Arca,
neither such person nor any of its related persons is an ETP Holder, an
OTP Holder or an OTP Firm;
     for so long as ICE Inc. directly or indirectly controls
the Exchange or NYSE Market, neither such person nor any of its related
persons is a NYSE Member;
     for so long as ICE Inc. directly or indirectly controls
NYSE MKT, neither such person nor any of its related persons is an MKT
Member; and
     neither such person nor any of its related persons is a
U.S. Disqualified Person or a European Disqualified Person.
    In order to allow ICE Inc. to own and vote all of the outstanding
common stock of NYX Holdings after the Transfer, ICE Inc. has delivered
written notice to the board of NYX Holdings pursuant to the procedures
set forth in the NYX Holdings Operating Agreement requesting approval
of its voting and ownership of NYX Holdings shares in excess of the
Voting Restriction and the Ownership Restriction applicable to NYX
Holdings. Among other things, in this notice, ICE Inc. represented to
the board of NYX Holdings that neither it, nor any of its related
persons, is (1) an NYSE Member; (2) an NYSE MKT Member; (3) an ETP
Holder; (4) an OTP Holder or OTP Firm; or (5) a U.S. Disqualified
Person or a European Disqualified Person.
    On December 13, 2013, the board of directors of ICE Group adopted
the ICE Group 2013 Resolutions to authorize and instruct the transfer
ownership of NYX Holdings to ICE Inc. On ----, 2014, the board of
managers of NYX Holdings, acting by unanimous written consent, adopted
the NYX Holdings Resolutions to permit ICE Inc., either alone or with
its related persons, to exceed the Voting Restriction and the Ownership
Restriction applicable to NYX Holdings. In adopting such resolutions,
the board of managers of NYX Holdings made the necessary determinations
set forth in the NYX Holdings Operating Agreement (which are similar to
those set forth above) and approved the submission of the Proposed Rule
Change to the Commission.
5. Additional Matters To Be Addressed in the ICE Inc. Certificate and
Bylaws \16\
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    \16\ The ICE Inc. Certificate and Bylaws will also set forth
certain restrictions and requirements relating to ICE Group's [sic]
European subsidiaries and applicable European regulatory matters,
which will be substantially consistent with the analogous
restrictions and requirements applicable with respect to ICE Group's
[sic] U.S. Regulated Subsidiaries and U.S. regulatory matters.
---------------------------------------------------------------------------

Jurisdiction Over Individuals
    Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that ICE Inc. and its directors, and, to the extent that they are
involved in the activities of the U.S. Regulated Subsidiaries, ICE
Inc.'s officers and those of its employees whose principal place of
business and residence is outside the United States, would be deemed to
irrevocably submit to the jurisdiction of the U.S. federal courts and
the Commission for the purposes of any suit, action or proceeding
pursuant to the U.S. federal securities laws, and the rules and
regulations thereunder, commenced or initiated by the Commission
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. The ICE Inc. Bylaws would also provide that, with respect
to any such suit, action, or proceeding brought by the Commission, ICE
Inc. and its directors, officers and employees would (1) be deemed to
agree that ICE Inc. may serve as U.S. agent for purposes of service of
process in such suit, action, or proceedings relating to ICE Inc. or
any of its subsidiaries; and (2) be deemed to waive, and agree not to
assert by way of motion, as a defense or otherwise, in any such suit,
action, or proceeding, any claims that it or they are not personally
subject to the jurisdiction of the Commission, that the suit, action,
or proceeding is an inconvenient forum or that the venue of the suit,
action, or proceedings is improper, or that the subject matter thereof
may not be enforced in or by the U.S. federal courts of the
Commission.\17\
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    \17\ See ICE Inc. Bylaws, Section 7.1.
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    In addition, the ICE Inc. Bylaws would provide that, so long as ICE
Inc. directly or indirectly controls any U.S. Regulated Subsidiary, the
directors, officers and employees of ICE Inc. will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act.\18\
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    \18\ See ICE Inc. Bylaws, Section 8.4.
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    The ICE Inc. Bylaws would provide that ICE Inc. will take
reasonable steps necessary to cause its directors, officers and
employees, prior to accepting a position as an officer, director or
employee, as applicable, of ICE Inc. to agree and consent in writing to
the applicability to them of these jurisdictional and oversight
provisions with respect to their activities related to any U.S.
Regulated Subsidiary.\19\
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    \19\ See ICE Inc. Bylaws, Section 9.3.
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    The Exchange anticipates that the functions and activities of each
U.S. Regulated Subsidiary generally will be carried out by the officers
and directors of such U.S. Regulated Subsidiary, over each of whom the
Commission has direct authority pursuant to Section 19(h)(4) of the
Exchange Act.\20\
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    \20\ 15 U.S.C. 78s(h)(4).
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Access to Books and Records
    Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that for so long as ICE Inc. directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Inc. will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act.\21\ In addition, ICE Inc.'s books and records related to
the U.S. Regulated Subsidiaries will be maintained within the United
States, except that to the extent that books and records may relate to
both European subsidiaries and U.S. Regulated Subsidiaries, ICE Inc.
may maintain such books and records either in the home jurisdiction of
one or more European subsidiaries or in the United States.\22\ The ICE
Inc. Bylaws also would provide that ICE Inc.'s books and records will
at all times be made available for inspection and copying by the
Commission, and any U.S. Regulated Subsidiary to the extent they are
related to the activities of the U.S. Regulated Subsidiary or any other
U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight.\23\
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    \21\ See ICE Inc. Bylaws, Section 8.4.
    \22\ See ICE Inc. Bylaws, Sections 8.4 and 8.6.
    \23\ See ICE Inc. Bylaws, Section 8.3.
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Additional Matters
    Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that ICE Inc. will comply with the U.S. federal securities laws and the
rules and regulations thereunder, and will cooperate with the
Commission and with the U.S. Regulated Subsidiaries pursuant to and to
the extent of their

respective regulatory authority.\24\ In addition, ICE Inc. would be
required to take reasonable steps necessary to cause its agents to
cooperate with the Commission and, where applicable, the U.S. Regulated
Subsidiaries pursuant to their regulatory authority.\25\ The ICE Inc.
Bylaws would also provide that, in discharging his or her
responsibilities as a member of the ICE Inc. board of directors or as
an officer or employee of ICE Inc., each such director, officer or
employee will (a) comply with the U.S. federal securities laws and the
rules and regulations thereunder; (b) cooperate with the Commission;
and (c) cooperate with the U.S. Regulated Subsidiaries pursuant to and
to the extent of their regulatory authority (but this provision will
not create any duty owed by any director, officer or employee of ICE
Inc. to any person to consider, or afford any particular weight to, any
such matters or to limit his or her consideration of such matters).\26\
---------------------------------------------------------------------------

    \24\ See ICE Inc. Bylaws, Section 9.l.
    \25\ See id.
    \26\ See ICE Inc. Bylaws, Section 3.14(b).
---------------------------------------------------------------------------

    The ICE Inc. Bylaws would also provide that all confidential
information that comes into the possession of ICE Inc. pertaining to
the self-regulatory function of any U.S. Regulated Subsidiary will (a)
not be made available to any persons other than to those officers,
directors, employees and agents of ICE Inc. that have a reasonable need
to know the contents thereof; (b) be retained in confidence by ICE Inc.
and the officers, directors, employees and agents of ICE Inc.; and (c)
not be used for any commercial purposes.\27\ In addition, the ICE Inc.
Bylaws would provide that these obligations regarding such confidential
information will not be interpreted so as to limit or impede (i) the
rights of the Commission or the relevant U.S. Regulated Subsidiary to
have access to and examine such confidential information pursuant to
the U.S. federal securities laws and the rules and regulations
thereunder; or (ii) the ability of any officers, directors, employees
or agents of ICE Inc. to disclose such confidential information to the
Commission or any U.S. Regulated Subsidiary.\28\
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    \27\ See ICE Inc. Bylaws, Section 8.1.
    \28\ See ICE Inc. Bylaws, Section 8.2.
---------------------------------------------------------------------------

    In addition, the ICE Inc. Bylaws would provide that ICE Inc. and
its directors, officers and employees will give due regard to the
preservation of the independence of the self-regulatory function of the
U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated
Subsidiary's self-regulatory function) and to its obligations to
investors and the general public, and will not take any actions that
would interfere with the effectuation of any decisions by the board of
directors or managers of any U.S. Regulated Subsidiary relating to its
regulatory responsibilities (including enforcement and disciplinary
matters) or that would interfere with the ability of such U.S.
Regulated Subsidiary to carry out its responsibilities under the
Exchange Act.\29\
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    \29\ See ICE Inc. Bylaws, Section 9.4.
---------------------------------------------------------------------------

    Finally, the ICE Inc. Bylaws would provide that each director of
ICE Inc. would, in discharging his or her responsibilities, to the
fullest extent permitted by applicable law, take into consideration the
effect that ICE Inc.'s actions would have on the ability of (a) the
U.S. Regulated Subsidiaries to carry out their responsibilities under
the Exchange Act; and (b) the U.S. Regulated Subsidiaries, NYSE Group,
NYX Holdings and ICE Inc. to (1) engage in conduct that fosters and
does not interfere with the ability of the U.S. Regulated Subsidiaries,
NYSE Group, NYX Holdings and ICE Inc. to prevent fraudulent and
manipulative acts and practices in the securities markets; (2) promote
just and equitable principles of trade in the securities markets; (3)
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; (4) remove impediments to and
perfect the mechanisms of a free and open market in securities and a
U.S. national securities market system; and (5) in general, protect
investors and the public interest.\30\
---------------------------------------------------------------------------

    \30\ See ICE Inc. Bylaws, Section 3.14(a). This requirement
would not, however, create any duty owed by any director, officer or
employee of ICE Inc. to any person to consider, or afford any
particular weight to, any of the foregoing matters or to limit his
or her consideration to such matters. See ICE Inc. Bylaws, Section
3.14(c).
---------------------------------------------------------------------------

Amendments to the ICE Inc. Certificate and Bylaws
    Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that, before any amendment to or repeal of any provision of the ICE
Inc. Bylaws shall be effective, such amendment or repeal shall be
submitted to the board of directors of each U.S. Regulated Subsidiary
(or the boards of directors of their successors) and if any or all of
such boards of directors determine that, before such amendment or
repeal may be effectuated, the same must be filed with, or filed with
and approved by, the Commission pursuant to Section 19 of the Exchange
Act and the rules promulgated thereunder, then the same will not be
effectuated until filed with, or filed with and approved by, the
Commission, as the case may be.\31\ These requirements would also apply
to any action by ICE Inc. that would have the effect of amending or
repealing any provisions of the ICE Inc. Certificate.\32\
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    \31\ See ICE Inc. Bylaws, Section 11.3.
    \32\ See ICE Inc. Certificate, Article IX(C).
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6. Proposed Amendment to the NYX Holdings Operating Agreement
    In addition, the Exchange proposes that the NYX Holdings Operating
Agreement be amended to reflect that ICE Inc. will be the sole member
of the LLC as a result of ICE Group's transfer of the membership
interest in NYX Holdings to ICE Inc.\33\ The NYX Holdings Operating
Agreement also would be amended to reflect that ICE Inc. previously was
the ``Initial Member'', to delete references to NYSE Euronext LLC and
to make nonsubstantive conforming changes to the recitals and
definitions.
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    \33\ See NYX Holdings Operating Agreement, Preamble.
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7. Proposed Amendment to the ICE Group Bylaws
    The provisions in the ICE Group Certificate establishing the
standard for each director's approval of ownership or voting rights in
excess of the limitations in the ICE Group Certificate do not currently
require a director to consider whether such approval would impair the
ability of ICE Inc. and NYX Holdings to comply with the Exchange Act
and the rules and regulations thereunder.\34\ Also, the provisions in
the ICE Group Bylaws establishing the standards for the Board's
approval of any action by ICE Group does not currently require a
director to take into consideration the effect that such action would
have on the ability of ICE Inc. and NYX Holdings (a) to engage in
conduct that fosters and does not interfere with the ability of each
such entity to prevent fraudulent and manipulative acts and practices
in the securities markets; (b) to promote just and equitable principles
of trade in the securities markets; (c) to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities; (d) to remove impediments to and perfect the mechanisms
of a free and open market in securities and a U.S. national securities
market system; and (e) in general, to protect investors and the public
interest.\35\ Under the

Proposed Rule Change, the ICE Group Bylaws would be amended to add
references to ICE Inc. and NYX Holdings in each such provision.\36\
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    \34\ ICE Group Certificate, Article V, Sections A.3(a)(i) and
B.3(a)(i).
    \35\ ICE Group Bylaws, Section 3.14(a)(3).
    \36\ Resolutions of the Board of Directors of ICE Group
approving these amendments are attached to the Proposed Rule Change
as Exhibit 5D-2 (the ``ICE Group 2014 Resolutions''). The proposed
amendments to the ICE Group Bylaws are attached as Exhibit 5F to the
Proposed Rule Change. See Proposed ICE Group Bylaws 3.14(a)(3) and
3.15(g).
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2. Statutory Basis
    The Exchange believes that this filing is consistent with Section
6(b) of the Exchange Act \37\ in general, and furthers the objectives
of Section 6(b)(1) \38\ 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. With respect to
the ability of the Commission to enforce the Exchange Act as it applies
to the U.S. Regulated Subsidiaries after the Transfer, the U.S.
Regulated Subsidiaries will operate in the same manner following the
Transfer as they operate today. Thus, the Commission will continue to
have plenary regulatory authority over the U.S. Regulated Subsidiaries,
as is the case currently with these entities. The Proposed Rule Change
is consistent with and will facilitate an ownership structure 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 each U.S. Regulated Subsidiary, its direct and indirect
parent entities and its directors, officers, employees and agents to
the extent they are involved in the activities of such U.S. Regulated
Subsidiary.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78f(b).
    \38\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) of the Exchange Act \39\ because the Proposed Rule
Change summarized herein would be consistent with and facilitate 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.
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 relates to an internal reorganization of subsidiaries of ICE
Group and is not designed to address any competitive issue in the U.S.
securities markets, or have any impact on competition in those markets.
The Proposed Rule Change is part of ICE Group's process to implement
the Euronext Sale. The Euronext Sale will be subject to review and
approval by multiple European regulators.

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

    The Exchange has neither solicited nor received written comments on
the Proposed Rule Change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days after
publication (i) as the Commission may designate if it finds such longer
period to be appropriate and publishes its reasons for so finding or
(ii) as to which the self-regulatory organization consents, the
Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2014-04 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2014-04. 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-NYSE-2014-04 and should be
submitted on or before February 20, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\40\
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    \40\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01809 Filed 1-29-14; 8:45 am]
BILLING CODE 8011-01-P