0001104659-16-161843.txt : 20161213 0001104659-16-161843.hdr.sgml : 20161213 20161213141008 ACCESSION NUMBER: 0001104659-16-161843 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161213 DATE AS OF CHANGE: 20161213 GROUP MEMBERS: DEUTSCHE BOERSE SYSTEMS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bats Global Markets, Inc. CENTRAL INDEX KEY: 0001659228 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 463583191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89554 FILM NUMBER: 162048538 BUSINESS ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: (913) 815-7000 MAIL ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: BATS Global Markets, Inc. DATE OF NAME CHANGE: 20151123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Deutsche Boerse CENTRAL INDEX KEY: 0001437147 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 212-238-3010 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 SC 13G/A 1 a16-23011_1sc13ga.htm SC 13G/A


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Bats Global Markets, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05491G109

(CUSIP Number)

November 1, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05491G109

	1	Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (Entities Only) Deutsche Boerse AG EIN: 98-0170136

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization Federal Republic of Germany

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power None

			6		Shared Voting Power 5,995,985

			7		Sole Dispositive Power None

			8		Shared Dispositive Power 5,995,985

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,995,985

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 6.4%*

	12	Type of Reporting Person (See Instructions) CO

* Based on a total of 93,873,991 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2016 as reported on the Issuer’s Quarterly Report for the quarter ended September 30, 2016 on Form 10-Q filed with the Securities Exchange Commission (the “Commission”) on November 8, 2016.

CUSIP No. 05491G109

	1	Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (Entities Only) Deutsche Boerse Systems, Inc. EIN: 36-4388576

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power None

			6		Shared Voting Power 5,995,985

			7		Sole Dispositive Power None

			8		Shared Dispositive Power 5,995,985

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,995,985

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 6.4%*

	12	Type of Reporting Person (See Instructions) CO


Item 1(a).		Name of Issuer: Bats Global Markets, Inc.
Item 1(b).		Address of Issuer’s Principal Executive Offices: 8050 Marshall Drive, Suite 120 Lenexa, KS 66214

Item 2(a).		Name of Persons Filing: (1) Deutsche Boerse AG (2) Deutsche Boerse Systems, Inc.
Item 2(b).		Address of Principal Business Office or, if none, Residence: (1) Deutsche Boerse AG: Frankfurt am Main 60485, Germany (2) Deutsche Boerse Systems, Inc.: 233 South Wacker Drive, Suite 2455, Chicago, IL 60606
Item 2(c).		Citizenship: (1) Deutsche Boerse AG: Federal Republic of Germany (2) Deutsche Boerse Systems, Inc.: Delaware
Item 2(d).		Title of Class of Securities: Common Stock, par value $0.01 per share
Item 2(e).		CUSIP Number: 05491G109

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
			Not applicable.

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 5,995,985
	(b)	Percent of class: 6.4%*
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: None
		(ii)	Shared power to vote or to direct the vote: 5,995,985
		(iii)	Sole power to dispose or to direct the disposition of: None
		(iv)	Shared power to dispose or to direct the disposition of: 5,995,985

* Based on a total of 93,873,991 shares of Common Stock of the Issuer outstanding as of October 31, 2016 as reported on the Issuer’s Quarterly Report for the quarter ended September 30, 2016 on Form 10-Q filed with the Commission on November 8, 2016. Deutsche Boerse AG does not directly own any Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Deutsche Boerse AG is deemed to beneficially own the Common Stock of the Issuer that is owned by Deutsche Boerse Systems, Inc., a wholly-owned subsidiary of Deutsche Boerse AG.

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
The reported securities are owned directly by Deutsche Boerse Systems, Inc., which is a wholly owned subsidiary of Deutsche Boerse AG. Deutsche Boerse AG is an indirect beneficial owner of the reported securities.

Item 8.	Identification and Classification of Members of the Group.
Not applicable.

Item 9.	Notice of Dissolution of Group.
Not applicable.

Item 10.	Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	December 13, 2016
	Date

	DEUTSCHE BOERSE AG

	/s/ Daniel Mirtschink
	Name:	Daniel Mirtschink
	Title:	Head of Markets Legal


	/s/ Martin Loll
	Name:	Martin Loll
	Title:	Legal Counsel


	DEUTSCHE BOERSE SYSTEMS, INC.


	/s/ Daniel Mirtschink
	Name:	Daniel Mirtschink
	Title:	Attorney-in-fact


	/s/ Martin Loll
	Name:	Martin Loll
	Title:	Attorney-in-fact


	Signed pursuant to a Power of Attorney, dated July 1, 2016, included as Exhibit 24.1 hereto.

EXHIBITS

Exhibit Number		Description of Exhibit

24.1		Power of Attorney, dated July 1, 2016

99.1		Joint Filing Agreement

EX-24.1 2 a16-23011_1ex24d1.htm EX-24.1

EXHIBIT 24.1

Power of Attorney

Know all by these presents that the undersigned hereby make, constitute and appoint each of Daniel Mirtschink and Martin Loll, or either of them acting singly, and with full power of substitution, the undersigneds’ true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in each of the undersigneds’ capacity as an officer and/or director of Deutsche Boerse Systems, Inc. (the “Company”), such forms, schedules, statements and other documents as may be required to be filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) with respect to Sections 13(d), 13(g) and 16(a) the Securities Exchange Act of 1934, as amended, and the rules thereunder, including without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the Company is no longer required to file a Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 with respect to the Company’s holdings of and transactions in securities issued by Bats Global Markets, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of July, 2016.


	/s/ David Offutt
	Signature

	David Offutt
	Director


	/s/ Vassilis Vergotis
	Signature

	Vassilis Vergotis
	Director

EX-99.1 3 a16-23011_1ex99d1.htm EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

	DEUTSCHE BOERSE AG


	/s/ Daniel Mirtschink		July 6, 2016
	Name: Daniel Mirtschink		Date:
	Title: Head of Markets Legal


	/s/ Martin Loll		July 6, 2016
	Name: Martin Loll		Date:
	Title: Legal Counsel


	DEUTSCHE BOERSE SYSTEMS, INC.


	/s/ Daniel Mirtschink		July 6, 2016
	Name: Daniel Mirtschink		Date:
	Title: Attorney-in-fact


	/s/ Martin Loll		July 6, 2016
	Name: Martin Loll		Date:
	Title: Attorney-in-fact