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###### Securities and Exchange Commission

          - [Release No. 34-74174; File No. SR-NYSE-2015-04]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that, on January 21, 2015, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in                           ( print page 6143)                        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.                

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

                    The Exchange proposes amendment of the Restated Certificate of Incorporation (the “Current Restated Certificate”) of the Exchange's subsidiary, NYSE Regulation, Inc., a New York not-for-profit corporation (“NYSE Regulation”), to make corrections as requested by the Department of State of the State of New York (the “Department”). The text of 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 Statutory Basis for, the Proposed Rule Change 

#### 1.  Purpose 

                    The Exchange seeks approval for its subsidiary NYSE Regulation to modify the form of Restated Certificate of Incorporation that it proposes to file with the Department. In December 2014, the Commission approved an amendment and restatement of the Current Restated Certificate (the “Amended and Restated Certificate”) relating to the termination of NYSE Group Trust I, a Delaware trust (the “Trust”).[3]                                          However, in reviewing the Amended and Restated Certificate, the Department requested further revisions prior to accepting the document for filing. Specifically, under Section 805(b)(4) of the New York Not-For-Profit Corporation Law, the Department requested that the recitals to the Amended and Restated Certificate specify the amendment being made in the body of the document. The Department also requested a correction in a reference to the date of a filing made with it in 2007.                

Under the proposed amendment, the Amended and Restated Certificate would be further revised to correct the date in the fourth recital and to add a reference to the termination the [sic] Trust in the sixth recital. The proposed amendment would not affect the substance of the Amended and Restated Certificate.

#### 2.  Statutory Basis 

                    The Exchange believes that this filing is consistent with Section 6(b) of the Exchange Act,[4]                                          in general, and Section 6(b)(5) of the Exchange Act,[5]                                          in particular, 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. The enhanced recital and the correction of the date reference will provide additional clarity to readers of the Amended and Restated Certificate.                

### 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 in the U.S. securities markets or have any impact on competition in those markets.

### 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) of the Act [6]                                          and Rule 19b-4(f)(6) thereunder.[7]                                          Because the foregoing 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 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 and Rule 19b-4(f)(6) thereunder.[8] 

                    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act [9]                                          normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) [10]                                          permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because the enhanced recital and the correction of a date would provide greater clarity to readers, and immediate operability would allow the Exchange to file the Amended and Restated Certificate, as revised pursuant to this proposed rule change, with the Department as soon as possible. Therefore, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.[11] 

                    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                           ( print page 6144)                        investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved.                

## IV.  Solicitation of Comments 

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

### Electronic Comments 

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an email to rule-comments@sec.gov.                      Please include File Number SR-NYSE-2015-04 on the subject line.                

### Paper Comments 

    - Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-NYSE-2015-04. 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 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 available publicly. All submissions should refer to File Number SR-NYSE-2015-04, and should be submitted on or before February 25, 2015.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[12] 

Jill M. Peterson,

Assistant Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                      
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3.                                                     *See*                         Exchange Act Release No. 34-73740 (Dec. 4, 2014) (SR-NYSE-2014-53), 79 FR 73362 (December 10, 2014).                    
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4.                             15 U.S.C. 78f(b).                    
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5.                             15 U.S.C. 78f(b)(5).                    
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6.                             15 U.S.C. 78s(b)(3)(A).                    
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7.                             17 CFR 240.19b-4(f)(6).                    
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8.                             17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and the 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.                    
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9.                             17 CFR 240.19b-4(f)(6).                    
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10.                             17 CFR 240.19b-4(f)(6)(iii).                    
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11.                             For 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).                    
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12.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2015-02108 Filed 2-3-15; 8:45 am]

BILLING CODE 8011-01-P