67220 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices 

38 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 72923 

(August 26, 2014), 79 FR 52079 (September 2, 2014) 

(SR–NYSE–2014–43) (‘‘2014 Filing’’). 

restructuring of indirect ownership 

interests of the Exchange, and will not 

involve the introduction of any new 

direct or indirect owners or any entity 

or individual that would have the right 

to direct the actions of the Exchange or 

vote the shares of the Exchange. As 

such, the Exchange believes that the 

proposal is consistent with the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the publication date 

of this notice or within such longer 

period (1) as the Commission may 

designate up to 45 days of such date if 

it finds such longer period to be 

appropriate and publishes its reasons 

for so finding or (2) as to which the selfregulatory organization consents, the 

Commission will: 

(A) by order approve or disapprove 

such 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, as modified by Amendment No. 

1, 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– 

ISEGemini-2014–24 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–ISEGemini-2014–24. 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 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 offices 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– 

ISEGemini-2014–24, and should be 

submitted on or before December 3, 

2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–26691 Filed 11–10–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73528; File No. SR–NYSE– 

2014–58] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change to the NYSE 

Proprietary Market Data Fee Schedule 

Regarding Non-Display Use Fees 

November 5, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on October 

29, 2014, 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 

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 Substance of 

the Proposed Rule Change 

The Exchange proposes a change to 

the NYSE Proprietary Market Data Fee 

Schedule (‘‘Market Data Fee Schedule’’) 

regarding non-display use fees. 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes a change to 

the Market Data Fee Schedule regarding 

non-display use fees for NYSE 

OpenBook, NYSE Trades, NYSE BBO 

and NYSE Order Imbalances, the market 

data products to which non-display use 

fees apply. Specifically, with respect to 

the three categories of, and fees 

applicable to, market data recipients for 

non-display use, the Exchange proposes 

to describe the three categories in the 

Market Data Fee Schedule. 

In September 2014, the Exchange 

revised the fees for non-display use of 

NYSE OpenBook, NYSE Trades, and 

NYSE BBO and added fees for nondisplay use of NYSE Order Imbalances.4

In the 2014 Filing, the Exchange 

proposed certain changes to the 

categories of, and fees applicable to, 

data recipients for non-display use. As 

set forth in the 2014 Filing: (i) Category 

1 Fees apply when a data recipient’s 

non-display use of real-time market data 


TKELLEY on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices 67221 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 

7See supra n. 4. 

8See supra n. 4. 

9The Exchange has fulfilled this requirement. 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). 

12 15 U.S.C. 78s(b)(2)(B). 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of accelerating the operative 

date of this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

is on its own behalf as opposed to use 

on behalf of its clients; (ii) Category 2 

Fees apply when a data recipient’s nondisplay use of real-time market data is 

on behalf of its clients as opposed to use 

on its own behalf; and (iii) Category 3 

Fees apply when a data recipient’s nondisplay use of real-time market data is 

for the purpose of internally matching 

buy and sell orders within an 

organization, including matching 

customer orders on a data recipient’s 

own behalf and/or on behalf of its 

clients. The Market Data Fee Schedule 

currently lists each category as Category 

1, Category 2, and Category 3, without 

further description. 

The Exchange is proposing to amend 

the Market Data Fee Schedule to add the 

descriptions of the three categories, as 

set forth above, as a footnote to the 

Market Data Fee Schedule. Because 

there will now be multiple footnotes to 

the Market Data Fee Schedule, the 

Exchange proposes non-substantive 

edits to change the existing footnote 

references from asterisks to numbers. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 5 of the Act, 

in general, and furthers the objectives of 

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

in that it 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 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, and it is not 

designed to permit unfair 

discrimination among customers, 

brokers, or dealers. 

The Exchange believes that adding the 

description of the three categories of 

data recipients for non-display use to 

the Market Data Fee Schedule will 

remove impediments to and help perfect 

a free and open market by providing 

greater transparency for the Exchange’s 

customers regarding the category 

descriptions that have been previously 

filed with the Commission and are 

applicable to the existing Market Data 

Fee Schedule.7

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 Act because the 

Exchange is merely adding to the 

Market Data Fee Schedule information 

that has been previously filed with the 

Commission.8

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 

Because the foregoing proposed rule 

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 if 

consistent with the protection of 

investors and the public interest, 

provided that the self-regulatory 

organization has given the Commission 

written notice of its intent to file the 

proposed rule change at least five 

business days prior to the date of filing 

of the proposed rule change or such 

shorter time as designated by the 

Commission,9 the proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 10 and 

Rule 19b–4(f)(6) thereunder.11

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 12 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 13 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),14 the Commission 

may 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 Exchange 

believes that adding the description of 

the categories of market data recipients 

for non-display use to the Market Data 

Fee Schedule is consistent with the 

protection of investors and the public 

interest because it will provide more 

transparency in the Exchange’s Market 

Data Fee Schedule regarding the 

existing definitions in that schedule. 

The Commission agrees and has 

determined to waive the 30-day 

operative date so that the proposal may 

take effect upon filing.15

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–2014–58 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–2014–58. 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., 


TKELLEY on DSK3SPTVN1PROD with NOTICES
67222 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices 

16 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Certain provisions of NASDAQ OMX’s Charter 

and By-Laws are rules of a self-regulatory 

organization if they are stated policies, practices, or 

interpretations, as defined in Rule 19b–4 under the 

Act, of the self-regulatory organization, and must be 

filed with the Commission pursuant to Section 

19(b) of the Act and Rule 19b–4 thereunder. See 

Securities Exchange Act Release Nos. 58183 (July 

17, 2008), 73 FR 42850 (July 23, 2008) (File No. SR– 

NASDAQ–2008–035); 58324 (August 7, 2008), 73 

FR 46936 (August 12, 2008) (File Nos. SR–BSE– 

2008–02; SR–BSE–2008–23; SR–BSE–2008–25; SR– 

BSECC–2008–01); and 58180 (July 17, 2008), 73 FR 

42890 (July 23, 2008) (File No. SR–SCCP–2008–01) 

(Order Approving a Proposed Rule Change, as 

Modified by Amendment No. 1, To Amend the ByLaws of the NASDAQ OMX Group, Inc. in 

Connection With the Acquisitions of Boston Stock 

Exchange, Incorporated and Philadelphia Stock 

Exchange, Inc.). Accordingly, the SROs have filed 

with the Commission proposed changes to the 

NASDAQ OMX Charter and By-Laws. 

5See Securities Exchange Act Release Nos. 73144 

(September 19, 2014), 79 FR 57624 (September 25, 

2014) (SR–BSECC–2014–001) and 73145 

(September 19, 2014), 79 FR 57648 (September 25, 

2014) (SR–SCCP–2014–01). 

6See Securities Exchange Act Release Nos. 73195 

(September 23, 2014), 79 FR 58397 (September 29, 

2014) (SR–BX–2014–045); 73193 (September 23, 

2014), 79 FR 58388 (September 29, 2014) (SR– 

NASDAQ–2014–093); and 73194 (September 23, 

2014), 79 FR 58393 (September 29, 2014) (SR–Phlx– 

2014–61). 

7Under Section 3(a)(26) of the Act, a ‘‘selfregulatory organization’’ is defined as ‘‘any national 

securities exchange, registered securities 

association, or registered clearing agency . . . .’’ 15 

U.S.C. 78c(a)(26). At present, this defined term 

would include NASDAQ, BX and Phlx, which are 

national securities exchanges, and BSECC and 

SCCP, which are registered clearing agencies that 

are currently dormant. 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing will also be available for Web site 

viewing and printing at the NYSE’s 

principal office and on its Internet Web 

site at www.nyse.com. 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– 

2014–58 and should be submitted on or 

before December 3, 2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–26688 Filed 11–10–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73516; File Nos. SR– 

BSECC–2014–001; SR–BX–2014–045; SR– 

NASDAQ–2014–093; SR–Phlx–2014–61; SR– 

SCCP–2014–01] 

Self-Regulatory Organizations; Boston 

Stock Exchange Clearing Corporation; 

NASDAQ OMX BX, Inc.; the NASDAQ 

Stock Market LLC; NASDAQ OMX 

PHLX LLC; Stock Clearing Corporation 

of Philadelphia; Order Approving 

Proposed Rule Changes To Amend the 

Restated Certificate of Incorporation 

and By-Laws of the NASDAQ OMX 

Group, Inc. 

November 5, 2014. 

I. Introduction 

On September 10, 2014, Boston Stock 

Exchange Clearing Corporation 

(‘‘BSECC’’), NASDAQ OMX BX, Inc. 

(‘‘BX’’), the NASDAQ Stock Market LLC 

(‘‘NASDAQ’’), NASDAQ OMX PHLX 

LLC (‘‘Phlx’’), and the Stock Clearing 

Corporation of Philadelphia (‘‘SCCP’’ 

and, together with BSECC, BX, 

NASDAQ and Phlx, the ‘‘SROs’’ or 

‘‘Self-Regulatory Subsidiaries’’), filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’),2 and 

Rule 19b–4 thereunder,3 proposed rule 

changes with respect to amendments to 

the Amended and Restated Certificate of 

Incorporation (‘‘Charter’’) and By-Laws 

(‘‘By-Laws’’) of the NASDAQ OMX 

Group, Inc. (‘‘NASDAQ OMX’’), the 

parent company of the SROs.4 The 

proposed rule changes by BSECC and 

SCCP were published for comment in 

the Federal Register on September 25, 

2014 5 and the proposed rule changes by 

BX, NASDAQ and Phlx were published 

for comment in the Federal Register on 

September 29, 2014.6 The Commission 

received no comment letters on the 

proposals. 

II. Discussion 

A. Background 

Article Fourth, Paragraph C of 

NASDAQ OMX’s Charter includes a 

voting limitation that generally 

prohibits a stockholder from voting 

shares beneficially owned, directly or 

indirectly, by such stockholder in 

excess of 5% of the then-outstanding 

shares of capital stock of NASDAQ 

OMX entitled to vote as of the record 

date in respect of any matter. Pursuant 

to Article Fourth, Paragraph C(6) of the 

Charter, NASDAQ OMX’s Board may 

grant exemptions to this limitation prior 

to the time a stockholder beneficially 

owns more than 5% of the outstanding 

shares of stock entitled to vote on the 

election of a majority of directors at 

such time. Article Fourth, Paragraph 

C(6) of the Charter and Section 12.5 of 

the By-Laws limit the Board’s authority 

to grant the exemption. The SROs note 

that these provisions, which are 

intended to be substantively identical, 

currently contain some language 

differences. Therefore, the SROs 

propose that NASDAQ OMX adopt the 

amendments described below to the 

Charter and By-Laws to conform these 

provisions and remove any ambiguity 

that may exist. 

B. Proposed Amendments to the Charter 

First, the SROs propose to add a 

statement to Article Fourth, Paragraph 

C(6) of the Charter that for so long as 

NASDAQ OMX shall control, directly or 

indirectly, any Self-Regulatory 

Subsidiary, a resolution of the Board to 

approve an exemption for any person 

under Article Fourth, Paragraph C(6) of 

the Charter shall not be permitted to 

become effective until such resolution 

has been filed with and approved by the 

SEC under Section 19 of the Act. In 

addition, the SROs propose to define 

‘‘Self-Regulatory Subsidiary,’’ which is 

currently not a defined term in the 

Charter, as any subsidiary of NASDAQ 

OMX that is a ‘‘self-regulatory 

organization’’ as defined under Section 

3(a)(26) of the Act.7 These changes 

would conform the Charter to language 

currently in the By-Laws. 

Second, the SROs propose to add an 

additional language to the current 

provision in Article Fourth, Paragraph 

C(6) of the Charter that states the Board 

may not approve an exemption to the 

5% voting limitation for: (i) A registered 

broker or dealer or an affiliate thereof or 

(ii) an individual or entity that is subject 

to a statutory disqualification under 

Section 3(a)(39) of the Act. Specifically, 

the SROs propose to add a proviso to 

Article Fourth, Paragraph C(6) of the 

Charter stating that for these purposes, 

an ‘‘affiliate’’ shall not be deemed to 

include an entity that either owns 10% 

or less of the equity of a broker or 

dealer, or receives 1% or less of its 

consolidated gross revenues from a 

broker or dealer. This change would 

conform the Charter to language 

currently in the By-Laws. 

Third, the SROs propose to change a 

reference in Article Fourth, Paragraph 

C(6) of the Charter from The NASDAQ 

Stock Market LLC to ‘‘the SelfRegulatory Subsidiaries.’’ This change 

would conform the Charter to language 

currently in the By-laws and would also 

include the other Self-Regulatory 

Subsidiaries in addition to the NASDAQ 

Stock Market LLC. 

Fourth, the SROs propose to add a 

requirement to Article Fourth, 


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