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 21, 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 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Amendments to By-Laws
Background/Description of the Disclosure
During the regular meeting of the Board of Directors (the “Board”) of SM Prime Holdings, Inc. (the Corporation”) held yesterday, August 3, 2015, the amendment of the By-Laws of the Corporation was approved by the Board creating the position of Chairman Emeritus, an honorary and non-voting member of the Board. Attached is the proposed provision to be included in the By-Laws. Said amendment is subject to the approval of the Securities and Exchange Commission. The Chairman Emeritus, an honorary and non-voting member of the Board, shall have the following privileges: 1. May call for a special meeting of the Board of Directors; 2. May sit and participate in Board deliberations; 3. May provide input and advise to the Board; and 4. Such other privileges that may be granted by the Board.

Date of Approval by Board of Directors	Aug 3, 2015
Date of Approval by Stockholders	N/A
Other Relevant Regulatory Agency, if applicable	Securities and Exchange Commission
Date of Approval by Relevant Regulatory Agency, if applicable	Nov 12, 2015
Date of Approval by Securities and Exchange Commission	Nov 12, 2015
Date of Receipt of SEC approval	Nov 16, 2015

Amendment(s)

Article and Section Nos.	From	To
Article IV. Section 2	Chairman of the Board	Chairman Emeritus
Article IV. Section 3	The Vice Chairman	The Chairman of the Board
Article IV. Section 4	The President	The Vice Chairman
Article IV. Section 5	The Executive Vice President	The President
Article IV. Section 6	The Senior Vice Presidents	The Executive Vice President
Article IV. Section 7	The Vice Presidents	The Senior Vice Presidents
Article IV. Section 8	The Secretary	The Vice Presidents
Article IV. Section 9	The Treasurer	The Secretary
Article IV. Section 10	Term of Office	The Treasurer
Article IV. Section 11	Vacancies	Term of Office
Article IV. Section 12	Compensation	Vacancies
Article IV. Section 13	-	Compensation

Rationale for the amendment(s)
To add a section for the creation of the Chairman Emeritus

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	Nov 10, 2015
Expected date of SEC approval of the Amended By-Laws	Nov 12, 2015

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
N/A
Other Relevant Information
The Securities and Exchange Commission (“SEC”) approved on November 12, 2015 the amendment of the By-Laws creating the position of Chairman Emeritus, an honorary and a non-voting member of the Board. Please see attached Certificate of Filing of Amended By-Laws of SM Prime Holdings, Inc. dated November 12, 2015 which was released by the SEC and received by SM Prime on November 16, 2015.