566 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

25 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 ICE owns 100% of the equity interest in ICE 

Holdings, Inc. (‘‘ICE Holdings’’), which in turn 

owns 100% of the equity interest in NYSE 

Holdings, LLC (‘‘NYSE Holdings’’). NYSE Holdings 

owns 100% of the equity interest of NYSE Group, 

Inc., which in turn directly or indirectly owns 

100% of the equity interest of three registered 

national securities exchanges and self-regulatory 

organizations—the Exchange, the New York Stock 

Exchange, LLC (‘‘NYSE’’) and NYSE MKT LLC 

(‘‘NYSE MKT’’) [sic]. 

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– 

C2–2014–029 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–C2–2014–029. 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–C2– 

2014–029 and should be submitted on 

or before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30890 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73964; File No. SR– 

NYSEMKT–2014–107] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the Bylaws of 

the Exchange’s Ultimate Parent 

Company, Intercontinental Exchange, 

Inc., To Designate Its Chief Strategic 

Officer, Chief Technology Officer and 

General Counsel as ‘‘Senior Officers’’ 

of ICE 

December 30, 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 December 

22, 2014, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) 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 to amend the 

Bylaws (the ‘‘ICE Bylaws’’) of the 

Exchange’s ultimate parent company, 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

to designate its Chief Strategic Officer, 

Chief Technology Officer and General 

Counsel as ‘‘Senior Officers’’ of ICE. 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 seeks approval for its 

ultimate parent entity ICE 3 to amend 

the ICE Bylaws to designate its Chief 

Strategic Officer, Chief Technology 

Officer and General Counsel (each, a 

‘‘Designated Officer’’ and together, the 

‘‘Designated Officers’’) as ‘‘Senior 

Officers’’ of ICE. Each Designated 

Officer was a Senior Officer under the 

ICE Bylaws prior to the acquisition by 

ICE of NYSE Euronext in 2013 because 

each also was a Senior Vice President. 

Under the ICE Bylaws, all Senior Vice 

Presidents are Senior Officers. As Senior 

Officers, the Designated Officers were 

entitled under Article X, Section 10.6 of 

the ICE Bylaws to indemnification by 

ICE against certain actions, suits and 

proceedings. 

Upon consummation of the 

acquisition of NYSE Euronext, the three 

titles were streamlined and the term 

‘‘Senior Vice President’’ was eliminated. 

Specifically, the officer whose former 

title was ‘‘Senior Vice President, Chief 

Strategic Officer’’ is now ‘‘Chief 

Strategic Officer’’; the officer whose 

former title was ‘‘Senior Vice President, 

Chief Technology Officer’’ is now 

‘‘Chief Technology Officer’’; and the 

officer whose title was formerly ‘‘Senior 

Vice President, General Counsel’’ is now 

‘‘General Counsel’’. The proposed 

amendment to the ICE Bylaws would 

assure that the Designated Officers 

continue to be identified as ‘‘Senior 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 567 

4The Exchange’s affiliates the NYSE and NYSE 

Arca have also submitted the same proposed rule 

filing in connection with the ICE Bylaw 

amendment. 

5 15 U.S.C. 78p. 

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

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 

10 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 

Commission has waived the five-day prefiling 

requirement in this case. 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For 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). 

Officers’’ of ICE and therefore eligible 

for indemnification under Article X, 

Section 10.6 of the ICE Bylaws. The 

proposed rule change would not extend 

the indemnification provisions of the 

ICE Bylaws to any officers that were not 

historically indemnified nor would it 

alter the scope of the indemnity 

provided.4

Under the proposed amendment, 

Section 5.1 of the ICE Bylaws would be 

amended to identify by title additional 

officers that the board of directors may 

choose, specifically a Chief Strategic 

Officer, a Chief Technology Officer and 

a General Counsel (the ‘‘Designated 

Officers’’). Section 5.1 would also be 

amended to expand the definition of the 

term ‘‘Senior Officer’’ to include the 

Designated Officers and any other 

officer designated a ‘‘Senior Officer’’ by 

the Board or the Compensation 

Committee of the Board from time to 

time in its sole discretion. The 

amendments also would provide that 

any employee deemed an officer of the 

Corporation under Section 16 of the 

Exchange Act 5 will be deemed a Senior 

Officer for purposes of the Bylaws. 

2. Statutory Basis 

The Exchange believes that this filing 

is consistent with Section 6(b) of the 

Exchange Act,6 in general, and Section 

6(b)(5) of the Exchange Act,7 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 clarification of the 

right to indemnification will enhance 

the ability of the Designated Officers to 

carry out their responsibilities as 

officers of ICE, including their 

responsibilities under the Exchange Act. 

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. or European securities 

markets or have any impact on 

competition in those markets; rather, the 

clarification of the right to 

indemnification will enhance the ability 

of the Designated Officers to carry out 

their responsibilities as such, including 

their responsibilities under the 

Exchange Act. 

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 8 and Rule 19b– 

4(f)(6) thereunder.9 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.10

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 11 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 12

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 clarification of the right to 

indemnification may enhance the ability 

of the relevant officers of ICE to carry 

out their responsibilities as such, 

including their responsibilities under 

the Exchange Act, without delay. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.13

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 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– 

NYSEMKT–2014–107 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–NYSEMKT–2014–107. 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 


tkelley on DSK3SPTVN1PROD with NOTICES
568 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3An EFP is a transaction between two parties in 

which a futures contract on a commodity or 

security is exchanged for the actual physical good. 

4A block trade is a trade involving a large number 

of shares being traded at an arranged price between 

parties, outside of the open markets, in order to 

lessen the impact of such a large trade being made 

public. 

5Cleared Contracts and Commencement Time are 

defined terms set forth in Article 1, Section 1 of 

OCC’s By-Laws. 

6See OCC’s By-Laws Article VI, Section 5. In a 

practical sense, however, most trades are novated 

upon proper submission to OCC for clearing since 

OCC’s By-Laws, with limited exception, do not 

permit OCC to reject any confirmed trade due to the 

failure of the purchasing clearing member to pay 

any amount due to OCC at or before the settlement 

time. See also Securities Exchange Act Release No. 

65990 (December 16, 2011), 76 FR 79731 (December 

22, 2011) (SR–OCC–2011–17). 

7 Id. 

8See Securities Exchange Act Release No. 44727 

(August 20, 2001), 66 FR 45351 (August 28, 2001) 

(SR–OCC–2001–07). 

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– 

NYSEMKT–2014–107, and should be 

submitted on or before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30900 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 73961; File No. SR–OCC– 

2014–23] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of a Proposed Rule Change 

To Clarify That OCC Would Not Treat 

a Futures Transaction That Is an 

Exchange-for-Physical or Block Trade 

as a Non-Competitively Executed 

Trade If the Exchange on Which Such 

Trade Is Executed has Provided OCC 

With Representations That it Has 

Policies or Procedures Requiring That 

Such Trades Be Executed at 

Reasonable Prices and That Such 

Price Is Validated by the Exchange 

December 30, 2014. 

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 December 

19, 2014, 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 

by OCC. The Commission is publishing 

this notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

OCC proposes to amend its Rules to 

permit OCC to add an interpretation and 

policy clarifying that OCC would not 

treat a futures transaction that is an 

exchange-for-physical or block trade as 

a non-competitively executed trade, and 

therefore subject to delayed acceptance 

for clearing, if the exchange on which 

such trade is executed has provided 

OCC with representations satisfactory to 

OCC that it has policies and procedures 

requiring such trades to be executed at 

reasonable prices and that such prices 

are validated by the exchange. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

OCC 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. OCC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

OCC is proposing to modify its ByLaws to add an interpretation and 

policy to Section 7 of Article XII of the 

By-Laws to clarify that OCC would not 

treat a futures transaction that is an 

exchange-for-physical (‘‘EFP’’) 3 or block 

trade 4 as a non-competitively executed 

trade, and therefore subject to delayed 

novation, if the exchange on which the 

futures EFP or block trade is executed 

has provided OCC with representations 

that it has rules, policies or procedures 

requiring that such trades be executed at 

reasonable prices and that such prices 

are validated by the exchange. 

Background 

Under OCC’s By-Laws, the novation 

of confirmed trades (i.e., transactions in 

options, futures, or other ‘‘cleared 

contracts’’ effected through an exchange 

and submitted to OCC for clearing) 

occurs at the ‘‘commencement time’’ for 

such transactions.5 The 

‘‘commencement time’’ for most 

confirmed trades is when daily position 

reports are made available to clearing 

members.6 However, transactions in 

certain cleared products and certain 

types of transactions, including noncompetitively executed EFP and block 

trades, have delayed commencement 

times that are tailored to address risks 

specific to such products or 

transactions,7 such as the risks 

presented by off-market transactions. 

When OCC began clearing EFP and 

block transactions, it established that 

the commencement time for such 

transactions is expressly conditioned 

upon the receipt by OCC of variation 

payments due from purchasing and 

selling clearing members because EFP 

and block trades could be executed 

away from the market and be executed 

at other than market prices. These 

factors were viewed as creating 

heightened exposure to OCC if a 

clearing member defaults on a trade 

executed at an off-market price and, as 

a result, Article XII, Section 7 of OCC’s 

By-Laws establishes that the 

commencement time for a futures 

transaction that is identified as an EFP 

or block trade is the time of the first 

variation payment after the trade is 

reported to OCC (typically 9:00 a.m. 

Central Time the following business 

day).8 OCC delays its novation of these 

non-competitively executed futures 

trades because OCC is bound to pay the 

first variation settlement amount to the 

counterparty once novation has 

occurred, and if the agreed-upon price 

at which the trade is entered differs 

from the competitive market price, there 

is an increased likelihood that OCC may 

experience a loss if it is required to 

close out a defaulting purchaser’s 

position. Accordingly, OCC does not 

novate, and thereby become a 

counterparty to, a non-competitively 

executed trade if OCC fails to receive 

the first variation payment when due. 


tkelley on DSK3SPTVN1PROD with NOTICES