Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 50175 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81496 

(August 30, 2017), 82 FR 42206 (September 6, 2017) 

(SR–BatsEDGA–2017–22). 

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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MIAX–2017–42 and should 

be submitted on or before November 20, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2017–23482 Filed 10–27–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81936; File No. SR– 

BatsEDGA–2017–27] 

Self-Regulatory Organizations; Bats 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Make 

Technical Corrections to Its Second 

Amended and Restated Certificate of 

Incorporation 

October 24, 2017. 

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 October 

13, 2017, Bats EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) 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 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 seeks to amend its 

Second Amended and Restated 

Certificate of Incorporation. The text of 

the proposed rule change is provided 

below. 

(additions are italicized; deletions are 

[bracketed]) 

* * * * * 

Second Amended and Restated 

Certificate of Incorporation of Bats 

EDGA Exchange, Inc. 

The name of the corporation is Bats 

EDGA Exchange, Inc. The corporation 

filed its original Certificate of 

Incorporation with the Secretary of State 

of the State of Delaware on March 9, 

2009 under the name EDGA Exchange, 

Inc. This Second Amended and Restated 

Certificate of Incorporation of the 

corporation, which restates and 

integrates and also further amends the 

provisions of the corporation’s Restated 

Certificate of Incorporation, was duly 

adopted in accordance with the 

provisions of Sections 242 and 245 of 

the General Corporation Law of the 

State of Delaware and by the written 

consent of its sole stockholder in 

accordance with Section 228 of the 

General Corporation Law of the State of 

Delaware. The [Second Amended and] 

Restated Certificate of Incorporation of 

the corporation is hereby amended, 

integrated and restated to read in its 

entirety as follows: 

* * * * * 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.bats.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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

EDGA recently amended its Restated 

Certificate of Incorporation in 

connection with a corporate transaction 

(the ‘‘Transaction’’) involving, among 

other things, the recent acquisition of 

EDGA, along with Bats BYX Exchange, 

Inc. (‘‘Bats BYX’’), Bats BZX Exchange, 

Inc. (‘‘Bats BZX’’), and Bats EDGX 

Exchange, Inc. (‘‘Bats EDGX’’ and, 

together with Bats EDGA, Bats BYX, and 

Bats BZX, the ‘‘Bats Exchanges’’) by 

CBOE Holdings, Inc. (‘‘CBOE 

Holdings’’). CBOE Holdings is also the 

parent of Chicago Board Options 

Exchange, Incorporated (‘‘CBOE’’) and 

C2 Options Exchange, Incorporated 

(‘‘C2’’). Particularly, the filing proposed, 

among other things, to amend and 

restate the certificate of incorporation of 

the Exchange based on certificates of 

incorporation of CBOE and C2.3 The 

Exchange notes that in conforming the 

Exchange’s Certificate to the certificates 

of CBOE and C2, it inadvertently (1) did 

not comply with a provision of 

Delaware law and (ii) referred to an 

inaccurate version of the Certificate in 

the introductory paragraph. The 

Exchange seeks to correct those errors. 

Particularly, Section 245(c) of the 

Delaware General Corporation Law 

(DGCL) requires that a restated 

certificate of incorporation ‘‘shall state, 

either in its heading or in an 

introductory paragraph, the 

corporation’s present name, and, if it 

has been changed, the name under 

which it was originally incorporated, 

and the date of filing of its original 

certificate of incorporation with the 

secretary of state.’’ The Exchange notes 

that the conformed Certificate did not 

reference the name under which the 

corporation was originally incorporated 

(i.e., ‘‘EDGA Exchange, Inc.’’). In order 

to comply with Section 245(c) of the 

DGCL, the Exchange proposes to amend 

its Certificate to add a reference to its 

original name. 

The Exchange also notes that it 

inadvertently did not reference the 

correct version of the Certificate in two 

places in the introductory paragraph. 

Particularly, the Exchange notes that the 

third sentence of the introductory 

paragraph provides that the Second 

Amended and Restated Certificate of 

Incorporation of the corporation restated 

and integrated and also further amended 


sradovich on DSK3GMQ082PROD with NOTICES
50176 Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 

4 15 U.S.C. 78f(b). 

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

6 Id. 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f). 9 17 CFR 200.30–3(a)(12). 

the provisions of the corporation’s 

‘‘Certificate of Incorporation’’ instead of 

the then current (and now previous) 

version titled, ‘‘Restated Certificate of 

Incorporation’’. Additionally, the last 

sentence of the introductory paragraph 

which provides that the current 

certificate is ‘‘amended, integrated and 

restated to read in its entirety as 

follows:’’ mistakenly references the new 

title of the amended Certificate (i.e., 

‘‘Second Amended and Restated 

Certificate of Incorporation’’) instead of 

the title of the then current (and now 

previous) Certificate (‘‘Restated 

Certificate of Incorporation’’). As such, 

the Exchange proposes to add 

‘‘Restated’’ to the third sentence and 

eliminate the new title reference 

‘‘Second Amended and’’ from the last 

sentence to accurately reflect the correct 

version of the Certificate that was 

amended and restated. 

The Exchange notes that the proposed 

changes are concerned solely with the 

administration of the Exchange and do 

not affect the meaning, administration, 

or enforcement of any rules of the 

Exchange or the rights, obligations, or 

privileges of Exchange members or their 

associated persons is [sic] any way. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.4 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 5 requirements that the rules of 

an exchange be 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 6 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

correcting inadvertent non-substantive, 

technical errors in its Certificate in 

order to comply with Delaware law and 

reflect the correct and accurate version 

of the Certificate that was amended will 

avoid potential confusion, thereby 

removing impediments to, and 

perfecting the mechanism for a free and 

open market and a national market 

system, and, in general, protecting 

investors and the public interest of 

market participants. As noted above, the 

proposed changes do not affect the 

meaning, administration, or 

enforcement of any rules of the 

Exchange or the rights, obligations, or 

privileges of Exchange members or their 

associated persons is any way. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. Rather, the 

proposed rule change is merely 

attempting to correct inadvertent 

technical errors in the Exchange’s 

introductory paragraph of its Certificate. 

The proposed rule change has no impact 

on competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange neither solicited nor 

received 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 7 and paragraph (f) of Rule 

19b–4 8 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– 

BatsEDGA–2017–27 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–BatsEDGA–2017–27. 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–BatsEDGA–2017–27 and 

should be submitted on or before 

November 20, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2017–23485 Filed 10–27–17; 8:45 am] 

BILLING CODE 8011–01–P 


sradovich on DSK3GMQ082PROD with NOTICES