SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Feb 20, 2017

2. SEC Identification Number

AS094-000088

3. BIR Tax Identification No.

003-058-789

4. Exact name of issuer as specified in its charter

SM PRIME HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines Postal Code 1300

8. Issuer's telephone number, including area code

(632) 831-1000

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON STOCK, P1 PAR VALUE	28,879,231,694

11. Indicate the item numbers reported herein

ITEM # 9, LETTER B

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

SM Prime Holdings, Inc.SMPH

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
SEC Approval of Amendments to By-Laws & Results of Board of Directors' Meeting
Background/Description of the Disclosure
The Securities and Exchange Commission (“SEC”) approved on February 14, 2017 the amendment to the By-Laws (Article III, Section 6) increasing the board quorum to two-thirds (2/3) of the number of Board of Directors. During the regular meeting of the Board of Directors (the “Board”) of SM Prime Holdings, Inc. (the Corporation”) held today, the Board approved the following matters: 1. The audited financial statements of the Company for the year 2016; 2. Setting of its 2017 Annual Stockholders’ Meeting on April 25, 2017, 2:30 p.m. at the SMX Convention Center, Function Room 1, Seashell Lane, Mall of Asia Complex, 1300 Pasay and setting March 31, 2017 as the record date for stockholders entitled to notice of, to attend and vote at the annual stockholders’ meeting; 3. Setting of Analysts and Press Briefing immediately after the 2:30pm Annual Stockholders’ Meeting on April 25, 2017. The venue of the briefing will be at the SMX Convention Center, Meeting Rooms 8 & 9, Seashell Lane, Mall of Asia Complex, 1300 Pasay; 4. Amendment of the Corporate Governance Manual of the Corporation; 5. Creation of the Corporate Governance Committee to assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to the Nomination and Remuneration Committee and election of the following directors as members: Mr. Joselito H. Sibayan – Chairman Mr. Gregorio U. Kilayko Mr. Jose L. Cuisia, Jr. 6. Amendment of the composition of the following Board Committees: a. Audit Committee: Mr. Jose L. Cuisia, Jr. – Chairman Mr. Joselito H. Sibayan Mr. Jorge T. Mendiola b. Risk Oversight Committee: Mr. Gregorio U. Kilayko – Chairman Mr. Jose L. Cuisia, Jr. Mr. Jorge T. Mendiola c. Related Party Transactions Committee: Mr. Joselito H. Sibayan – Chairman Mr. Gregorio U. Kilayko Mr. Jorge T. Mendiola 7. Appointment of Mr. Jose L. Cuisia, Jr. as the Lead Independent Director. We trust you will find the foregoing in order.
Other Relevant Information
N/A