68844 Federal Register / Vol. 75, No. 216 / Tuesday, November 9, 2010 / Notices 

29For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

30 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)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Exchange Act Release No. 61152 (Dec. 10, 

2009), 74 FR 66699 (Dec. 16, 2009). 

operative upon filing with the 

Commission.29

At any time within 60 days of the 

filing of such 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. 

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–CBOE–2010–099 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–CBOE–2010–099. 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 

CBOE. 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 

Number SR–CBOE–2010–099 and 

should be submitted on or before 

November 30, 2010 in the Federal 

Register. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28244 Filed 11–8–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63238; File No. SR–C2– 

2010–008] 

Self-Regulatory Organizations; C2 

Options Exchange, Incorporated; 

Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change to Update Rules Based on 

Chicago Board Options Exchange, Inc. 

Rules and Recent Chicago Board 

Options Exchange, Inc. Rule Filings 

November 3, 2010. 

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 

29, 2010, C2 Options Exchange, 

Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) 

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 

Exchange filed the proposal as a ‘‘noncontroversial’’ 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 

C2 proposes to update its rules based 

on Chicago Board Options Exchange, 

Inc. (‘‘CBOE’’) rules and recent CBOE 

rule filings. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.cboe.org/legal/ 

crclc2rulefiling.aspx), at the Exchange’s 

Office of the Secretary, 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 

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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In 2009, C2 was registered as a 

national securities exchange under 

Section 6 of the Exchange Act.5 C2 is 

anticipated to launch on October 29, 

2010. The purpose of this filing is to 

update the C2 rules based on rules and 

recent rule filings of CBOE. 

First, C2 proposes to delete the 

definition of ‘‘Short Term Option’’ from 

Rule 1.1. The definition is not used 

elsewhere in the C2 Rules and is 

superfluous and unnecessary. The 

Exchange notes that CBOE Chapter V 

(specifically Rule 5.5(d)), which is 

incorporated by reference into Chapter 

V of the C2 Rules, defines ‘‘Short Term 

Option Series.’’ 

Second, C2 proposes to adopt Rule 

3.13, Educational Classes, which would 

require Trading Permit Holders (‘‘TPHs’’) 

and persons associated with TPHs to 

attend such educational classes as C2 

may require from time to time. The 

proposed rule would also provide that 

failure to attend C2 mandated 

continuing educational classes may 

subject TPHs and associated persons to 

sanctions under the Exchange’s Minor 

Rule Violation Plan. Any action taken 

by the Exchange would not preclude 

further disciplinary action under C2 

Rules. Proposed C2 Rule 3.13 is similar 

to existing CBOE Rule 6.20(e). 

Third, C2 proposes to add Rule 6.17, 

Price Check Parameters. Under the 

proposed rule, C2 would not 

automatically execute eligible orders 


wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1
Federal Register / Vol. 75, No. 216 / Tuesday, November 9, 2010 / Notices 68845 

6See Securities Exchange Act Release No. 34–62– 

522 (July 16, 2010), 75 FR 43596 (July 26, 2010) 

(SR–CBOE–2010–067). 7 15 U.S.C. 78s(b)(1). 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b4(f)(6)(iii) requires a self-regulatory organization to 

provide the Commission with written notice of its 

intent to file the proposed rule change, along with 

a brief description and text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. C2 

has satisfied this requirement. 

12 17 CFR 240.19b–4(f)(6)(iii). 

that are marketable if (1) the width 

between the national best bid and 

national best offer is not within an 

acceptable price range (as determined 

by the Exchange on a series by series 

basis for market orders and/or 

marketable limit orders and announced 

to TPHs via Regulatory Circular), or (2) 

the execution would follow an initial 

partial execution on the Exchange and 

would be at a subsequent price that is 

not within an acceptable tick distance 

from the initial execution (as 

determined by the Exchange on a series 

by series and premium basis for market 

orders and/or marketable limit orders 

and announced to TPHs via Regulatory 

Circular). 

For purposes of the proposed rule, an 

‘‘acceptable price range’’ (‘‘APR’’) shall be 

determined by the Exchange on a classby-class basis and shall be no less than: 

$0.375 between the bid and offer for 

each option contract for which the bid 

is less than $2, $0.60 where the bid is 

at least $2 but does not exceed $5, $0.75 

where the bid is more than $5 but does 

not exceed $10, $1.20 where the bid is 

more than $10 but does not exceed $20, 

and $1.50 where the bid is more than 

$20. An ‘‘acceptable tick distance’’ 

(‘‘ATD’’) shall be no less than 2 

minimum increment ticks. Under the 

proposed rule, the senior official in the 

C2 Help Desk may grant intra-day relief 

by widening the APR and ATD for one 

or more option series. Notification of 

intra-day relief will be announced via 

electronic message to TPHs that request 

to receive such messages. If an 

execution is suspended because the 

APR has not been met, the order will be 

cancelled. If an execution is suspended 

because executing the remaining portion 

of an order would exceed the ATD, then 

such remaining portion will be 

cancelled. 

Proposed Rule 6.17 is similar to 

existing CBOE Rule 6.13(b)(vi), except 

that provisions in the CBOE rule related 

to the handling of orders in open outcry 

have not been incorporated. 

Fourth, C2 proposes to adopt Rule 

6.37, Reporting of Trade Information, to 

require TPHs to file with the Exchange 

trade information in such form as may 

be prescribed by the Exchange covering 

each Exchange transaction during each 

business day in order to allow the 

Exchange to properly match and clear 

trades. The trade information shall show 

for each transaction (1) The identity of 

the Clearing Participant, (2) the 

underlying security, (3) the exercise 

price, (4) the expiration month, (5) the 

number of option contracts, (6) the 

premium per unit, (7) the identity of the 

executing broker representing the 

Clearing Participants, (8) whether a 

purchase or a writing transaction, (9) 

except for a transaction executed by or 

for a Market-Maker, whether an opening 

or closing transaction, (10) the identity 

of the account of the Clearing 

Participant in which the transaction was 

effected, (11) the time of purchase or 

sale, (12) whether a put or call, and (13) 

such other information as may be 

required by the Exchange. Proposed 

Rule 6.37 is similar to existing CBOE 

Rule 6.51(d), except that trade 

information in the CBOE rule related to 

the reporting of open outcry 

transactions has not been incorporated. 

Fifth, C2 proposes to amend Rule 

6.51, Automated Improvement 

Mechanism (‘‘AIM’’), to extend until July 

18, 2011 the Pilot Period during which 

there will be no minimum size 

requirement for orders to be eligible for 

the AIM auction. This proposed 

amendment to extend the pilot program 

is based on a recent CBOE rule filing.6

Lastly, C2 also proposes to amend 

Chapter 24, Index Options. Chapter 24 

of the C2 rules incorporates by reference 

CBOE Chapter XXIV, with the exception 

of certain specified rules contained in 

CBOE Chapter XXIV. C2 proposes to 

amend the list of excepted rules in two 

respects. We are inserting a reference to 

provide that CBOE Rule 24.15, 

Automatic Execution of Index Options, 

does not apply to C2. CBOE Rule 24.15 

addresses the applicability of certain 

CBOE automatic execution rules to 

index options. The rules are 

inapplicable to the operations of C2, and 

thus the rule itself should not apply to 

C2. We are also deleting a reference to 

CBOE Rule 24.16, Nullification and 

Adjustment of Transactions in Index 

Options, Options on ETFs, and Options 

on HOLDRS, because that rule has been 

deleted from the CBOE rules and thus 

the cross-reference is outdated and no 

longer necessary. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 7 and the rules and regulations 

thereunder and, in particular, the 

requirements of Section 6(b) of the Act.8

Specifically, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 9 requirements that 

the rules of an exchange be designed to 

promote just and equitable principles of 

trade, to prevent fraudulent and 

manipulative acts, to remove 

impediments to and to perfect the 

mechanism for a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. Updating the C2 rules to 

keep them in line with those of CBOE 

(as relevant) provides for consistency in 

rules. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

C2 does not believe that the proposed 

rule change will impose any burden on 

competition 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 

Because the foregoing proposed rule 

change: (1) Does not significantly affect 

the protection of investors or the public 

interest; (2) does not impose any 

significant burden on competition; and 

(3) by its terms does not become 

operative for 30 days after the date of 

this filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) of the Act 10 and 

Rule 19b–4(f)(6) thereunder.11

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange requests that the Commission 

waive the 30-day operative delay, as 

specified in Rule 19b–4(f)(6)(iii),12

which would make the rule change 

effective and operative upon filing. The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 


wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1
68846 Federal Register / Vol. 75, No. 216 / Tuesday, November 9, 2010 / Notices 

13For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Changes are marked to the rule text that appears 

in the electronic manual of Nasdaq found at 

http://nasdaqomx.cchwallstreet.com. 

public interest.13 The Commission notes 

that the proposal is designed to conform 

C2’s rules to the rules of the CBOE, and 

does not raise any new regulatory 

issues. For these reasons, the 

Commission designates the proposed 

rule change as operative upon filing. 

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. 

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–C2–2010–008 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–C2–2010–008. 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 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; 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 Number SR–C2– 

2010–008 and should be submitted on 

or before November 30, 2010 in the 

Federal Register. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28246 Filed 11–8–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63239; File No. SR– 

NASDAQ–2010–137] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Amend IM–5101–2 To Provide 

Acquisition Companies the Option To 

Hold a Tender Offer in Lieu of a 

Shareholder Vote on a Proposed 

Acquisition 

November 3, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

22, 2010, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’) 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 Nasdaq. 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 the Substance 

of the Proposed Rule Change 

Nasdaq proposes to provide 

acquisition companies an option to hold 

a tender offer in lieu of a shareholder 

vote on a proposed acquisition. 

Proposed new language is in italics; 

proposed deletions are in [brackets].3

IM–5101–2. Listing of Companies Whose 

Business Plan is to Complete One or More 

Acquisitions 

Generally, Nasdaq will not permit the 

initial or continued listing of a Company that 

has no specific business plan or that has 

indicated that its business plan is to engage 

in a merger or acquisition with an 

unidentified company or companies. 

However, in the case of a Company whose 

business plan is to complete an initial public 

offering and engage in a merger or acquisition 

with one or more unidentified companies 

within a specific period of time, Nasdaq will 

permit the listing if the Company meets all 

applicable initial listing requirements, as 

well as the conditions described below. 

(a)–(c) No change. 

(d) Until the Company has satisfied the 

condition in paragraph (b) above, if the 

Company holds a shareholder vote on a 

business combination for which the 

Company must file and furnish a proxy or 

information statement subject to Regulation 

14A or 14C under the Act in advance of the 

shareholder meeting, the[each] business 

combination must be approved by a majority 

of the shares of common stock voting at the 

meeting at which the combination is being 

considered. If a shareholder vote on the 

business combination is held, 

[(e) Until the Company has satisfied the 

condition in paragraph (b) above,] public 

Shareholders voting against a business 

combination must have the right to convert 

their shares of common stock into a pro rata 

share of the aggregate amount then in the 

deposit account (net of taxes payable and 

amounts distributed to management for 

working capital purposes) if the business 

combination is approved and consummated. 

A Company may establish a limit (set no 

lower than 10% of the shares sold in the IPO) 

as to the maximum number of shares with 

respect to which any Shareholder, together 

with any affiliate of such Shareholder or any 

person with whom such shareholder is acting 

as a ‘‘group’’ (as such term is used in Sections 

13(d) and 14(d) of the Act), may exercise 

such conversion rights. For purposes of this 

paragraph [(e)] (d), public Shareholder 

excludes officers and directors of the 

Company, the Company’s sponsor, the 

founding Shareholders of the Company, and 

any Family Member or affiliate of any of the 

foregoing persons, or the beneficial holder of 

more than 10% of the total shares 

outstanding. 

Until the Company completes a business 

combination where all conditions in 

paragraph (b) above are met, the Company 

must notify Nasdaq on the appropriate form 

about each proposed business combination. 

Following each business combination, the 

combined Company must meet the 

requirements for initial listing. If the 

Company does not meet the requirements for 

initial listing following a business 

combination or does not comply with one of 


wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1