21086 Federal Register / Vol. 76, No. 72 / Thursday, April 14, 2011 / Notices 

11As noted by NASDAQ in its filing, the other 

Boards of Directors of the regulatory subsidiaries of 

NASDAQ OMX have approved the changes to 

NASDAQ OMX’s By-Laws. The Commission 

expects such regulatory subsidiaries to file these 

changes shortly pursuant to Section 19(b) of the 

Act. 

12 15 U.S.C. 78s(b)(2). 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See NYSE Rule 1401 and Securities Exchange 

Act Release No. 54766 (November 16, 2006), 71 FR 

67657 (November 22, 2006). Under the exemptive 

order, among other things, the issuer of the debt 

security must have at least one class of common or 

preferred equity security listed on the Exchange. 

Further, for purposes of NYSE Rule 1400(2), the 

term Debt Securities includes only securities that, 

if they were to be listed on the NYSE, would be 

listed under Sections 102.03 or 103.05 of the 

NYSE’s Listed Company Manual, except that such 

securities do not include any security that is 

defined as an ‘‘equity security’’ under Section 

3(a)(11) of the Act. The term Debt Securities also 

does not include a security that, if listed on the 

NYSE, would have been listed under Sections 

703.19 or 703.21 of the NYSE’s Listed Company 

Manual. See NYSE Rule 1400. 

4Examples of debt securities issuances in the $5– 

10 million range include GE 4.85 8/15/14 CUSIP 

36966RHE9, DOW 5.35 6/15/2013 CUSIP 

26054LEG4; GS 5.50 5/15/2019 CUSIP 38141E6C8; 

CAT 5.85 2/15/2028 CUSIP 14912HJP6. 

an exchange name to reflect a corporate 

change to a limited liability company, 

are both clarifying in nature. The 

Nominating Committee name change 

will ensure that the committee’s title 

accurately reflects its functions, which, 

according to NASDAQ, includes 

governance through its general review of 

the overall effectiveness of the Board 

and other similar duties. Similarly, the 

change in NASDAQ OMX’s By-Laws to 

reflect a previously approved change of 

NASDAQ OMX PHLX, Inc. to a 

Delaware limited liability company will 

ensure that the By-Laws are accurate 

and properly reflect an exchange entity 

name. 

Finally, as to the part of the proposal 

that will specifically set forth in 

NASDAQ OMX’s By-Laws that broker 

nonvotes will not be counted as a vote 

cast either for or against in director 

elections, the Commission believes that 

this change should help to provide 

transparency to the election of directors 

process, especially in light of NASDAQ 

OMX’s recent change to a majority vote 

standard in the uncontested election of 

directors. While in its filing NASDAQ 

notes that it has always been NASDAQ 

OMX’s practice to not count broker 

nonvotes for or against in director 

elections, the impact of the broker 

nonvotes and how such votes are 

counted will take on added significance 

under NASDAQ OMX’s newly adopted 

majority vote standard for director 

elections. Accordingly, the Commission 

believes it is important that the 

NASDAQ OMX By-Laws provide clarity 

on this issue, even though, according to 

NASDAQ, Delaware case law would 

dictate the same result. 

Based on the above, the Commission 

believes that the changes being 

proposed by NASDAQ to amend the ByLaws of its parent corporation, 

NASDAQ OMX, is consistent with 

investor protection and the public 

interest pursuant to Section 6(b)(5) of 

the Act since the changes will ensure 

the accuracy of the NASDAQ OMX ByLaws, as well as clarify for shareholders 

how broker nonvotes will be counted in 

director elections.11

IV. Conclusion 

It is therefore ordered, that pursuant 

to Section 19(b)(2) of the Act,12 that the 

proposed rule change (SR–NASDAQ– 

2011–025), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–9049 Filed 4–13–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64287; File No. SR–NYSE– 

2011–15] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change to 

NYSE Rule 1401 To Modify the Initial 

Trading Market Value for Debt 

Securities 

April 8, 2011. 

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 April 1, 

2011, the New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 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 proposes to amend 

NYSE Rule 1401 to modify the initial 

trading market value requirements for 

Debt Securities from $10,000,000 to 

$5,000,000. The text of the proposed 

rule change is available at the Exchange, 

the Commission’s Public Reference 

Room, and http://www.nyse.com, and 

on the Commission’s Web site at 

http://www.sec.gov. 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The NYSE proposes to amend NYSE 

Rule 1401 to modify the initial trading 

market value requirements for Debt 

Securities from $10,000,000 to 

$5,000,000. 

NYSE Rule 1400 and 1401 set forth 

requirements for trading Debt Securities. 

The term ‘‘Debt Securities’’ includes any 

unlisted note, bond, debenture or 

evidence of indebtedness that is: (1) 

Statutorily exempt from the registration 

requirements of Section 12(b) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’), or (2) eligible to be traded under 

a Commission exemptive order.3

Currently, NYSE Rule 1401 requires that 

Debt Securities traded on the NYSE 

must have an outstanding aggregate 

market value or principal amount of no 

less than $10,000,000 on the date that 

trading commences. 

The Exchange proposes to reduce the 

required initial outstanding aggregate 

market value to $5,000,000. There are 

numerous corporate retail note 

programs offered by well-known issuers 

whose equity securities are listed on the 

Exchange, such as General Electric, 

DOW Chemical, Goldman Sachs and 

Caterpillar, that involve issuances of 

$5,000,000 or more but less than 

$10,000,000 in principal.4 However, 

such issuances may not be traded on the 

NYSE under current NYSE Rule 1401. 

The Exchange believes that setting the 

minimum initial aggregate market value 

at $5,000,000 would expand the number 

of Debt Securities that could be traded 

on the Exchange’s platform, thereby 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 76, No. 72 / Thursday, April 14, 2011 / Notices 21087 

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

6 15 U.S.C. 78f(b)(5). 7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

offering investors in such securities 

greater transparency and choice with 

respect to secondary market trading. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Securities Exchange Act of 1934 

(the ‘‘Act’’),5 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,6

in particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, 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 Exchange believes 

the proposed rule changes are consistent 

with these principles in that they seek 

to expand the number of Debt Securities 

that can be traded on the NYSE, thereby 

benefiting investors with increased 

transparency and choice with respect to 

secondary market trading. 

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 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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be 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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2011–15 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2011–15. This file 

number should be included on the 

subject line if e-mail 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 

a.m. and 3 p.m. Copies of such 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 No. SR–NYSE– 

2011–15 and should be submitted on or 

before May 5, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–9050 Filed 4–13–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64275; File No. SR–ISE– 

2011–24] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to Enhancements to 

the Exchange’s Electronic Trading 

Platform 

April 8, 2011. 

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 April 7, 

2011, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which items 

have been prepared by the Exchange. 

The Exchange has filed the proposal as 

a ‘‘non-controversial’’ proposed rule 

change pursuant to Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b–4(f)(6) thereunder.4 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 

certain rules to facilitate enhancements 

to its electronic options trading system 

being implemented as part of the 

Optimise platform. The text of the 

proposed rule change is available on the 

Exchange’s Web site http:// 

www.ise.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 

self-regulatory organization has 

prepared summaries, set forth in 

Sections A, B and C below, of the most 

significant aspects of such statements. 

mstockstill on DSKH9S0YB1PROD with NOTICES