Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 17801 

33 15 U.S.C. 78s(b)(3)(A). 

34 17 CFR 240.19b–4(f). 35 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6)(iii). 

Digital Media Enterprise license the 

Exchange would charge clients for the 

BATS One Feed compared to the cost of 

the individual data feeds from the BATS 

Exchanges would enable a vendor to 

receive the underlying data feeds and 

offer a similar product on a competitive 

basis and with no greater cost than the 

Exchange. 

Non-Substantive Change to the 

Description of the BATS One Enterprise 

Fee 

The proposal to amend the 

description of the Enterprise fee within 

the fee schedule will not have any 

impact on completion [sic]. The 

proposed changes are designed to clarify 

the fee schedule and avoid potential 

investor confusion and do not amend 

the amount or application of the BATS 

One Enterprise fee. 

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 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 33 and paragraph (f) of Rule 

19b–4 thereunder.34 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 rule-comments@

sec.gov. Please include File Number SR– 

EDGA–2015–14 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–EDGA–2015–14. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549–1090, 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–EDGA– 

2015–14, and should be submitted on or 

before April 23, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.35

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07521 Filed 4–1–15; 8:45 am] 

BILLING CODE CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74597; File No. SR–NSX– 

2015–01] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change in 

Connection With the Amended and 

Restated Certificate of Incorporation of 

National Stock Exchange Holdings, 

Inc., the Exchange’s Parent 

Corporation, and the Amended and 

Restated Certificate of Incorporation of 

the Exchange 

March 27, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on March 19, 2015, National 

Stock Exchange, Inc. (‘‘NSX®’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change, as described in Items I, II, and 

III below, which Items have been 

substantially prepared by the Exchange. 

The Exchange has designated this rule 

proposal as ‘‘non-controversial’’ 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder.4 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 the instant rule 

amendment to effectuate ministerial, 

non-substantive amendments to (i) the 

certificate of incorporation of National 

Stock Exchange Holdings, Inc. (‘‘NSX 

Holdings’’), a Delaware corporation that 

owns all of the issued and outstanding 

shares of NSX; and (ii) the certificate of 

incorporation of NSX. The text of the 

proposed change to the NSX Holdings 

certificate of incorporation is attached 

as Exhibit 5A and the text of the 

proposed change to the NSX certificate 

of incorporation is attached as Exhibit 

5B. 

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 


tkelley on DSK3SPTVN1PROD with NOTICES
17802 Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 

5See Securities Exchange Act Release No. 73944 

(December 24, 2014), 80 FR 85 (January 2, 2015) 

(SR–NSX–2014–017). 

6See Securities Exchange Act Release No. 74270 

(February 13, 2015), 80 FR 9286 (February 20, 2015) 

(‘‘Order Granting Approval of Proposed Rule 

Change in Connection With a Proposed Transaction 

in Which National Stock Exchange Holdings, Inc. 

Will Acquire Ownership of the Exchange from the 

CBOE Stock Exchange, LLC’’). 

7Specifically, Section 245(a) of the DGCL 

provides that ‘‘[a] corporation may, whenever 

desired, integrate into a single instrument all of the 

provisions of its certificate of incorporation which 

are then in effect and operative as a result of there 

having theretofore been filed with the Secretary of 

State [one] or more certificates or other instruments 

. . . and it may at the same time also further amend 

its certificate of incorporation by adopting a 

restated certificate of incorporation.’’ 

8On December 30, 2011, the Exchange filed an 

‘‘Amended and Restated Certificate of Incorporation 

of National Stock Exchange, Inc.’’ with the 

Delaware Secretary of State. As stated therein, the 

original Certificate of Incorporation was filed on 

December 12, 2005 and was restated on June 29, 

2006. 

statements concerning the purpose of, 

and statutory 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 is proposing to make 

ministerial, non-substantive 

amendments to the certificates of 

incorporation of NSX Holdings and of 

NSX. The Exchange is proposing these 

amendments in order to satisfy the 

requirements of the Delaware General 

Corporation Law (the ‘‘DGCL’’) and 

correct technical defects in those 

documents. The Exchange previously 

submitted to the Commission (i) a 

proposed ‘‘Second Amended and 

Restated Certificate of Incorporation for 

National Stock Exchange Holdings, 

Inc.’’ (the ‘‘Holdings Amended 

Certificate’’); and (ii) a proposed 

‘‘Second Amended and Restated 

Certificate of Incorporation for National 

Stock Exchange, Inc.’’ (the ‘‘NSX 

Amended Certificate’’). Both of these 

documents were submitted to the 

Commission as part of a rule filing 

seeking approval of a transaction in 

which NSX Holdings purchased all of 

the outstanding shares of NSX from the 

CBOE Stock Exchange, LLC.5 The 

Commission granted its approval of the 

proposed transaction on February 13, 

2015 6 and the transaction closed on 

February 18, 2015. 

In connection with filing the Holdings 

Amended Certificate and the NSX 

Amended Certificate with the Delaware 

Secretary of State, the Exchange became 

aware that the titles of both documents, 

as filed with and approved by the 

Commission, were not correct and 

would not be acceptable for filing. 

Specifically, the Holdings Amended 

Certificate was incorrectly titled as the 

‘‘Second Amended and Restated 

Certificate of Incorporation’’ because, as 

described below, a prior amendment to 

the Holdings certificate of incorporation 

through a ‘‘Certificate of Amendment to 

the Certificate of Incorporation’’ (the 

‘‘Certificate of Amendment’’) did not 

constitute an amendment and 

restatement of the NSX Holdings 

certificate of incorporation under the 

DGCL. Accordingly, as proposed, the 

Holdings Amended Certificate will be 

entitled ‘‘Amended and Restated 

Certificate of Incorporation for National 

Stock Exchange Holdings, Inc.’’ The 

NSX Amended Certificate will be 

entitled ‘‘Amended and Restated 

Certificate of Incorporation of National 

Stock Exchange, Inc.’’ because the 

Exchange had previously filed with the 

Delaware Secretary of State an amended 

and restated certificate of incorporation 

which would have been deemed a 

‘‘second’’ amended and restated 

certificate of incorporation, although it 

had not been titled as such. The 

Exchange also proposes to make 

conforming amendments to the text of 

each document. 

NSX Holdings was incorporated in 

the State of Delaware on August 19, 

2014. The original certificate of 

incorporation for NSX Holdings was 

amended on October 2, 2014 with the 

filing of the Certificate of Amendment 

with the Delaware Secretary of State. 

The Certificate of Amendment increased 

the total number of shares of common 

stock that NSX Holdings was authorized 

to issue from 10,000 shares to 100,000 

shares with a par value of $0.01 but 

made no other changes to the certificate 

of incorporation. Prior to the filing of 

the Holdings Amended Certificate with 

the Delaware Secretary of State, the 

Exchange became aware that, under the 

DGCL, the document should properly be 

entitled ‘‘Amended and Restated 

Certificate of Incorporation’’ because it 

seeks to: (i) Integrate into a single 

instrument all of the provisions of NSX 

Holdings’ certificate of incorporation 

and the Certificate of Amendment; and 

(ii) further amend NSX Holdings’ 

certificate of incorporation.7 Since NSX 

Holdings had not previously filed an 

‘‘Amended and Restated Certificate of 

Incorporation’’ with the Delaware 

Secretary of State, but had only filed the 

Certificate of Amendment increasing the 

authorized shares that NSX Holdings 

was permitted to issue, the Holdings 

Amended Certificate in its present form, 

as filed with and approved by the 

Commission, would not be accepted for 

filing. Accordingly, the Exchange seeks 

approval for NSX Holdings to modify 

the form of the Holdings Amended 

Certificate that it proposes to file with 

the Delaware Secretary of State by 

changing the title and making certain 

conforming amendments in the text of 

the document. The Exchange also 

proposes to eliminate references in the 

introductory paragraph of the Holdings 

Amended Certificate to the October 2, 

2014 amendment of the original 

certificate of incorporation through the 

Certificate of Amendment, because such 

references are not necessary for 

purposes of the DGCL. 

With respect to the NSX Amended 

Certificate, the Exchange became aware 

that entitling it the ‘‘Second Amended 

and Restated Certificate of 

Incorporation’’ was not correct because 

a document meeting the definition of a 

second amended and restated certificate 

of incorporation had previously been 

filed with the Delaware Secretary of 

State, even though it had not been 

specifically entitled as such.8 On 

February 18, 2015, the NSX Amended 

Certificate, in the form approved by the 

Commission was submitted for filing to 

the Delaware Secretary of State. The 

Delaware Secretary of State refused to 

accept the NSX Amended Certificate 

unless it was modified to eliminate the 

reference to it being the ‘‘Second’’ 

Amended and Restated Certificate of 

Incorporation. The title of the document 

was changed and conforming 

modifications were made to the text. 

The NSX Amended Certificate was 

accepted by and successfully filed with 

the Delaware Secretary of State. 

Accordingly, the Exchange is 

proposing to amend the NSX Amended 

Certificate previously filed with, and 

approved by, the Commission by 

entitling the NSX Amended Certificate 

as the ‘‘Amended and Restated 

Certificate of Incorporation of National 

Stock Exchange, Inc.’’ and making 

conforming amendments to the text of 

the document. In so doing, the Exchange 

seeks to fully comply with DGCL and 

with the Exchange Act. The Exchange 

notes that the proposed changes to the 

Holdings Amended Certificate and the 

NSX Amended Certificate are 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 17803 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). 11 17 CFR 200.30–3(a)(12). 

ministerial and do not affect the 

substance of either document. 

2. Statutory Basis 

The Exchange believes that its rule 

proposal is consistent with Section 6(b) 

of the Exchange Act, in general, and 

Section 6(b)(5) of the Exchange Act, in 

particular, because the proposed change 

will align the charter documents of NSX 

Holdings and of the Exchange with the 

specific requirements of the DGCL. The 

Exchange’s proposal to make nonsubstantive changes to the Holdings 

Amended Certificate and the NSX 

Amended Certificate furthers the 

purposes of Section 6(b)(5) of the Act to, 

among other things, prevent fraudulent 

and manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of a free and 

open market and a national market 

system and, in general, to protect 

investors and the public interest. The 

proposed changes are ministerial, do not 

affect the substance of either document 

and are necessary to assure that charter 

documents of NSX Holdings and of the 

Exchange meet the Delaware statutory 

requirements. 

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 for the 

furtherance of the 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 

because it is intended to correct 

technical defects in the form of the 

certificates of incorporation of NSX 

Holdings and of the Exchange. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has not solicited or 

received comments on the proposed 

rule change from market participants or 

others. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

A. Significantly affect the protection 

of investors or the public interest; 

B. impose any significant burden on 

competition; and 

C. 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 9 and Rule 19b–4(f)(6) 10 thereunder. 

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. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change 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– 

NSX–2015–01 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–NSX–2015–01. 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–NSX– 

2015–01 and should be submitted on or 

before April 23, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07518 Filed 4–1–15; 8:45 am] 

BILLING CODE CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

Order of Suspension of Trading; Earth 

Dragon Resources, Inc. 

March 31, 2015. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Earth 

Dragon Resources, Inc. (‘‘Earth Dragon’’) 

because it has not filed a periodic report 

since it filed its Form 10–Q for the 

period ending August 31, 2011, filed on 

October 3, 2012. Earth Dragon’s 

common stock (ticker ‘‘EARH’’) is 

quoted on OTC Link (previously ‘‘Pink 

Sheets’’) operated by OTC Markets 

Group, Inc. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of Earth Dragon. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of Earth Dragon is suspended 

for the period from 9:30 a.m. EDT on 

March 31, 2015 through 11:59 p.m. EDT 

on April 14, 2015. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–07674 Filed 3–31–15; 4:15 pm] 

BILLING CODE CODE 8011–01–P 


tkelley on DSK3SPTVN1PROD with NOTICES