Federal Register / Vol. 79, No. 239 / Friday, December 12, 2014 / Notices 73915 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 73497 

(November 3, 2014), 79 FR 66440 (November 7, 

2014) (SR–OCC–2014–18). 

4 In Amendment No. 1, OCC amended the 

proposal to clarify that the proposal as described 

also amended Article IV, Section 1, of OCC’s ByLaws to reflect OCC’s Board of Directors’ decision 

that the President should not be a Management 

Director. Specifically, OCC is amending Article IV, 

Section 1 of its By-Laws to refer only to the 

Executive Chairman, and not the President, as a 

Management Director. 

5 15 U.S.C. 78s(b)(2)(C). 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 15 U.S.C. 78s(b)(2)(C)(iii). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73785; File No. SR–OCC– 

2014–18] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Amendment No. 1, and 

Order Granting Accelerated Approval 

of a Proposed Rule Change, as 

Modified by Amendment No. 1, To 

Provide That The Options Clearing 

Corporation’s President Will Be Its 

Chief Operating Officer, and That the 

President Will Not Be a Management 

Director 

December 8, 2014. 

On October 31, 2014, The Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change SR–OCC–2014–18 

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

Securities Exchange Act of 1934 

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

The proposed rule change was 

published for comment in the Federal 

Register on November 7, 2014.3 On 

November 11, 2014, OCC filed 

Amendment No. 1 to the proposal.4 The 

Commission did not receive any 

comments on the proposal. The 

Commission is publishing this notice to 

solicit comments on Amendment No. 1 

and is approving the proposed rule 

change, as modified by Amendment No. 

1, on an accelerated basis. 

I. Description of the Proposal 

The purpose of this rule change, as 

amended, is to provide that OCC’s 

President will be its Chief Operating 

Officer, rather than its Chief Executive 

Officer, and that the President will not 

be a management director on OCC’s 

Board of Directors. These changes are 

being made in connection with the 

resignation of OCC’s former President 

and Chief Executive Officer, a transition 

plan that includes the election of OCC’s 

current Chief Operating Officer as 

President and Chief Operating Officer, 

and the appointment of an Ad Hoc 

Search Committee to identify an 

appropriate candidate to become OCC’s 

Chief Executive Officer (collectively, the 

‘‘Transition Plan’’). According to OCC, 

OCC’s Board of Directors has 

determined that in light of the 

resignation of the former President and 

Chief Executive Officer and the election 

of the current Chief Operating Officer as 

President, the positions of President and 

Chief Executive Officer should be 

separated and the position of President 

should instead be combined with the 

position of Chief Operating Officer. To 

reflect this change, OCC is revising 

Section 8 of Article IV of its By-Laws to 

state that the President will be OCC’s 

Chief Operating Officer, rather than its 

Chief Executive Officer. 

According to OCC, while OCC’s 

existing By-Laws provide that the 

President, who is also the Chief 

Executive Officer, serves as a 

Management Director on OCC’s Board of 

Directors, given the separation of the 

President and Chief Executive Officer 

positions and the pending search for a 

new Chief Executive Officer, OCC’s 

Board of Directors has also determined 

that the President should not be a 

Management Director. Accordingly, 

OCC is revising Section 7 of Article III 

and Section 1 of Article IV of its ByLaws to refer only to the Executive 

Chairman, and not the President, as a 

Management Director. OCC also is 

making a conforming revision to Section 

8 of Article IV of its By-Laws to state 

that the President will not preside at 

meetings of the Board of Directors or the 

stockholders in the absence or disability 

of the Executive Chairman and the 

Management Vice Chairman because the 

President will no longer serve as a 

Management Director. 

OCC is also amending its Stockholder 

Agreement, Board of Directors Charter 

and Fitness Standards for Directors, 

Clearing Members and Others. In each 

case, conforming changes are being 

made to provide that only the Executive 

Chairman, not the President, will serve 

as a Management Director. 

Once a replacement Chief Executive 

Officer has been elected by the Board of 

Directors, OCC intends to reconsider the 

appropriate number of Management 

Directors. According to OCC, the rule 

change, as proposed and amended, 

represents a short-term measure to 

implement the Transition Plan and is 

not intended as a permanent change in 

the composition of the Board of 

Directors. As indicated in the filing, 

once OCC’s Board of Directors has 

elected a Chief Executive Officer, OCC 

will propose further changes to its ByLaws, Stockholders Agreement, Board of 

Directors Charter and Fitness Standards 

for Directors, Clearing Members and 

Others. OCC believes that the short-term 

flexibility reflected in the foregoing 

changes will assist OCC and its Board of 

Directors in implementing the 

Transition Plan efficiently and 

governing OCC effectively. 

II. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 5 directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

such organization. 

The Commission finds that the 

proposed rule change is consistent with 

Section 17A(b)(3)(F) of the Act,6 which 

requires that the rules of a registered 

clearing agency be designed to, among 

other things, remove the impediments to 

and perfect the mechanism of a national 

system for the prompt and accurate 

clearance and settlement of securities 

transactions, and in general, to protect 

investors and the public interest. The 

proposed rule change, as amended, is 

consistent with Section 17A(b)(3)(F) 

because it should remove the 

impediments to and perfect the 

mechanism of a national clearance and 

settlement system and protecting 

investors and the public interest by 

providing transparency with respect to 

the composition of OCC’s management 

structure and Board of Directors during 

the Transition Plan. By clarifying who 

from senior management is acting in the 

role of OCC’s President and clarifying 

which senior management position is 

serving as a management director on 

OCC’s Board of Directors during the 

Transition, both OCC’s members and the 

public will have more information on 

the overall structure of management and 

the Board of Directors at OCC and more 

information on the level of authority of 

specific senior management positions. 

Additionally, this proposed rule change 

is consistent with Section 17A(b)(3)(F) 

because the Transition Plan will 

facilitate uninterrupted, ongoing, 

operations at OCC notwithstanding the 

above described changes at OCC. 

III. Accelerated Approval of the 

Proposed Rule Change As Modified by 

Amendment No. 1 

The Commission finds good cause, 

pursuant to Section 19(b)(2)(C)(iii) of 

the Act,7 for approving the proposed 

rule change, as modified by Amendment 

No. 1, earlier than 30 days after the date 

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73916 Federal Register / Vol. 79, No. 239 / Friday, December 12, 2014 / Notices 

8 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

9 15 U.S.C. 78s(b)(2). 

10 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)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5The term ‘‘Member’’ is defined as ‘‘any 

registered broker or dealer, or any person associated 

with a registered broker or dealer, that has been 

admitted to membership in the Exchange. A 

Member will have the status of a ‘‘member’’ of the 

Exchange as that term is defined in Section 3(a)(3) 

of the Act.’’ See Exchange Rule 1.5(n). 

of publication of notice in the Federal 

Register. 

As discussed above, OCC filed 

Amendment No. 1 to describe the 

proposed change to Article IV, Section 

1 of OCC’s By-Laws to reflect OCC’s 

Board of Directors’ decision that the 

President should not be a Management 

Director. Specifically, OCC is amending 

Article IV, Section 1 of its By-Laws to 

refer only to the Executive Chairman, 

and not the President, as a Management 

Director. Amendment No. 1 provides 

the Commission with clarifying 

information about how OCC is 

implementing and providing 

transparency about the Transition Plan. 

By allowing OCC to implement the 

proposed changes, as amended, on an 

accelerated basis, OCC will be able to 

implement the Transition Plan sooner, 

which should allow OCC to manage and 

govern OCC more efficiently and 

effectively. 

Accordingly, the Commission finds 

good cause to approve the proposed rule 

change, as modified by Amendment No. 

1, on an accelerated basis. 

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– 

OCC–2014–18 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–OCC–2014–18. 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 OCC. 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–OCC– 

2014–18 and should be submitted on or 

before January 2, 2015. 

V. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposal is 

consistent with the requirements of the 

Act and in particular with the 

requirements of Section 17A of the Act 8

and the rules and regulations 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,9 that the 

proposed rule change (SR–OCC–2014– 

18), as modified by Amendment No. 1, 

be, and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29110 Filed 12–11–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73782; File No. SR–EDGX– 

2014–32] 

Self-Regulatory Organizations; EDGX 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees for Use 

of EDGX Exchange, Inc. 

December 8, 2014. 

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 November 

26, 2014, EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) 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 

by the Exchange. The Exchange has 

designated the proposed rule change as 

one establishing or changing a member 

due, fee, or other charge imposed by the 

Exchange under Section 19(b)(3)(A)(ii) 

of the Act 3 and Rule 19b–4(f)(2) 

thereunder,4 which renders the 

proposed rule change effective upon 

filing with the Commission. 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 filed a proposal to 

amend the fee schedule applicable to 

Members 5 of the Exchange pursuant to 

EDGX Rules 15.1(a) and (c) (‘‘Fee 

Schedule’’). Changes to the Fee 

Schedule pursuant to this proposal are 

effective upon filing. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.directedge.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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Fee Schedule to amend: (i) The criteria 

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