20860 Federal Register / Vol. 77, No. 67 / Friday, April 6, 2012 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 65647 

(October 27, 2011), 76 FR 67784 (November 2, 2011) 

(SR–BYX–2011–021). 4 15 U.S.C. 78f(b). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66722; File No. SR–BYX– 

2012–007] 

Self-Regulatory Organizations; BATS 

Y–Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the Certificate 

of Incorporation of BATS Global 

Markets, Inc. 

April 3, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 19, 

2012, BATS Y–Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing with the 

Commission a proposal to amend the 

certificate of incorporation of BATS 

Global Markets, Inc. (the 

‘‘Corporation’’). 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On May 13, 2011, the Corporation, the 

sole stockholder of the Exchange, filed 

a registration statement on Form S–1 

with the Commission seeking to register 

shares of Class A common stock and to 

conduct an initial public offering of 

those shares, which will be listed for 

trading on the Exchange (the ‘‘IPO’’). In 

connection with its IPO, the Corporation 

intends to amend and restate its 

certificate of incorporation (the ‘‘New 

Certificate of Incorporation’’). The 

Exchange previously received 

Commission approval of certain 

substantive amendments to the 

certificate of incorporation of the 

Corporation that comprise changes 

included in the New Certificate of 

Incorporation.3 Since that date, the 

Corporation has determined it to be 

necessary to further amend its certificate 

of incorporation to achieve the final, 

pre-IPO version of the New Certificate of 

Incorporation. These additional 

amendments will be achieved through 

the filing with the State of Delaware of 

an Amended and Restated Certificate of 

Incorporation as well as a certificate of 

amendment to the Amended and 

Restated Certificate of Incorporation. 

The additional amendments are 

described in further detail below. 

First, to avoid confusion in the 

numbering of its certificate of 

incorporation, rather than re-naming the 

New Certificate of Incorporation the 

‘‘Third Amended and Restated 

Certificate of Incorporation,’’ the 

Corporation intends to simply name the 

New Certificate of Incorporation the 

‘‘Amended and Restated Certificate of 

Incorporation.’’ Accordingly, the 

Exchange proposes to change certain 

references throughout the New 

Certificate of Incorporation to delete all 

references to the ‘‘Second’’ and ‘‘Third’’ 

Amended and Restated Certificate of 

Incorporation. 

Second, the Exchange, on behalf of 

the Corporation, proposes changes to 

the New Certificate of Incorporation in 

connection with a 4.75-for-1 reverse 

stock split (the ‘‘Reverse Stock Split’’) of 

the outstanding shares of common stock 

of the Corporation (‘‘Common Stock’’). 

Accordingly, the number of authorized 

shares of the Corporation’s, both in the 

aggregate and as set forth by class, as 

codified in Section 4.01 of the New 

Certificate of Incorporation, will be 

adjusted. The Corporation also plans to 

adjust the preferred stock of the 

Corporation consistent with the Reverse 

Stock Split. In light of the Reverse Stock 

Split, the proposed amendment also 

recalculates the share holding threshold 

below which a holder of Class B shares 

loses the right to hold Class B shares, 

resulting in those shares automatically 

converting into Class A shares, as set 

forth in Section 4.04(c)(v)(B) of the New 

Certificate of Incorporation. The par 

value of the Corporation’s Common 

Stock will remain $0.01 per share. 

Finally, the Exchange, on behalf of the 

Corporation, proposes to correct certain 

cross-referencing errors in Sections 

5.01(c) and 5.01(d) of the certificate of 

incorporation. 

The purpose of this rule filing is to 

permit the Corporation, the sole 

stockholder of the Exchange, to adopt 

the New Certificate of Incorporation, as 

modified by this proposal. The changes 

described herein relate to the certificate 

of incorporation of the Corporation 

only, not to the governance of the 

Exchange. The Exchange will continue 

to be governed by its existing certificate 

of incorporation and by-laws. The stock 

in, and voting power of, the Exchange 

will continue to be directly and solely 

held solely by the Corporation. The 

governance of the Exchange will 

continue under its existing structure, 

which provides for a ten member board 

of directors reflecting diverse 

representation of industry, non-industry 

and exchange members, currently 

including (i) the chief executive officer 

of the Exchange, (ii) two industry 

directors, (iii) two Exchange member 

directors, and (iv) five non-industry 

directors. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with the 

requirements of the Act and rules and 

regulations thereunder that are 

applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6(b) of the Act.4

In particular, the proposal is consistent 

with Section 6(b)(1) of the Act, because 

it retains, without modification, the 

existing limitations on ownership and 

total voting power that currently exist 

and that are designed to prevent any 

stockholder from exercising undue 

control over the operation of the 

Exchange and to assure that the 

Exchange is able to carry out its 

regulatory obligations under the Act. 

Under the proposal, the Corporation is 

making certain administrative and 

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Federal Register / Vol. 77, No. 67 / Friday, April 6, 2012 / Notices 20861 

5 15 U.S.C. 78s(b)(3)(A). 

6 17 CFR 240.19b–4(f)(6). In addition, Rule 19b4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of 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. 

7See SR–BATS–2012–014, Item 7. 

8For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

structural changes to the Corporation’s 

certificate of incorporation. These 

changes, however, do not impact the 

governance of the Exchange nor do they 

modify the relative ownership of the 

shareholders of the Corporation. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change imposes any 

burden on competition. 

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 Changes and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not significantly affect the 

protection of investors or the public 

interest, does not impose any significant 

burden on competition, and, by its 

terms, does not become operative for 30 

days from the date on which it was 

filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 5 and Rule 19b– 

4(f)(6) thereunder.6

The Exchange has requested that the 

Commission waive the 30-day operative 

delay. The Exchange has argued that the 

proposed rule change is consistent with 

the protection of investors and the 

public interest because it would permit 

the Corporation to immediately amend 

its certificate of incorporation to 

facilitate the Corporation’s IPO, and 

because the proposed amendments 

would not impact the ownership or 

governance of the Exchange.7 The 

Exchange has stated that the 

Corporation’s IPO may occur in the near 

future, and that the changes described 

in this proposal are a critical component 

of such IPO. The Exchange has 

represented that a waiver of the 

operative waiting period will allow the 

Corporation to promptly move forward 

with the IPO without delay. The 

Commission notes that the Exchange 

has also represented that the proposed 

amendments to the Corporation’s 

certificate of incorporation would not 

impact the Corporation’s existing 

governance structure or ownership and 

voting limitations or the Exchange’s 

self-regulatory functions. Therefore, the 

Commission believes that a waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. For this reason, the 

Commission hereby waives the 30-day 

operative delay requirement and 

designates the proposed rule change as 

operative upon filing.8

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 rulecomments@sec.gov. Please include File 

Number SR–BYX–2012–007 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–BYX–2012–007. 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 

a.m. and 3 p.m. Copies of such 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 

publicly available. All submissions 

should refer to File Number SR–BYX– 

2012–007 and should be submitted on 

or before April 27, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–8360 Filed 4–5–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66715; File No. SR–OCC– 

2012–04] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Proposed Rule Change 

Relating to Stock Loan Buy-In and SellOut Rules 

April 2, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder 2

notice is hereby given that on March 22, 

2012, The Options Clearing Corporation 

(‘‘OCC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared primarily by OCC. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of Terms of Substance of the 

Proposed Rule Change 

The proposed rule change would 

make procedural changes to certain 

stock loan buy-in and sell-out rules. 

mstockstill on DSK4VPTVN1PROD with NOTICES