76502 Federal Register / Vol. 75, No. 235 / Wednesday, December 8, 2010 / Notices 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Shares of Holdings have not been registered 

under the Securities Act of 1933 or any state 

securities laws. As a result, they may be transferred 

only pursuant to an effective registration statement, 

or upon delivery to Holdings of an opinion of 

counsel that the transfer is exempt from such 

registration requirements and the delivery of 

documentation necessary to demonstrate that the 

transfer is exempt. Stockholders who wish to sell 

or transfer shares, or who have questions 

concerning sale or transfer restrictions, are 

encouraged to consult their legal counsel. 

4 15 U.S.C. 78f(b). 

5 15 U.S.C. 78f(b)(4). 

6 15 U.S.C. 78s(b)(3)(A)(ii). 

7 17 CFR 240.19b–4. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–30830 Filed 12–7–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63405; File No. SR–NSX– 

2010–15] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To 

Effectuate an Amendment to Bylaws of 

NSX Holdings, Inc. 

December 1, 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 November 

19, 2010, National Stock Exchange, Inc. 

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 

Commission is publishing this notice to 

solicit comment on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

National Stock Exchange, Inc. 

(‘‘NSX® ’’ or ‘‘Exchange’’) is proposing to 

effectuate an amendment to the bylaws 

of its parent holding company, NSX 

Holdings, Inc., to extend the expiration 

date, from December 31, 2010 to 

December 31, 2015, of a right of first 

refusal in the bylaws covering the 

transfer of Holdings shares. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nsx.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 

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 

With this rule change, the Exchange is 

proposing to effectuate an amendment 

to the bylaws of its parent holding 

company, NSX Holdings, Inc. 

(‘‘Holdings’’), to extend the expiration 

date of a right of first refusal regarding 

the transfer of Holdings shares from 

December 31, 2010 until December 31, 

2015. 

Holdings is the sole stockholder of the 

Exchange. Holdings is a privately-held 

company and there is no public market 

for its shares. Pursuant to section 9.6 of 

Holdings’ bylaws, shares of Holdings 

may not be sold, transferred, assigned, 

pledged or otherwise disposed of 

without complying with transfer 

restrictions contained in Holdings’ 

charter and bylaws. The bylaws 

generally provide that stockholders may 

not transfer less than 1,000 shares in 

any one transfer, unless the stockholder 

is transferring all of the Holdings shares 

it owns. The bylaws also grant Holdings 

a right of first refusal to acquire shares 

a stockholder intends to sell or transfer. 

This right of first refusal does not apply 

(a) If the transferee is an affiliate of the 

transferor, (b) if the transferee is already 

a stockholder of Holdings, (c) if the 

transfer is by bequest, operation of law 

or judicial decree upon the death, legal 

disability, bankruptcy, or divorce/ 

annulment/dissolution of marriage of a 

stockholder, or (d) after December 31, 

2010.3

On October 6, 2010, the Holdings 

Board of Directors approved, subject to 

any required Securities and Exchange 

Commission (‘‘Commission’’) approval, 

an amendment to Holdings’ bylaws to 

extend the expiration date for the right 

of first refusal referenced above from 

December 31, 2010 until December 31, 

2015. Accordingly, the instant rule 

filing proposes to effectuate an 

amendment to Holdings’ bylaws that 

would extend the right of first refusal 

until December 31, 2015. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) of the 

Act,4 in general, and Section 6(b)(4) of 

the Act,5 in particular, in that it is 

designed, among other things, to 

promote clarity, transparency and full 

disclosure, in so doing, 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. Moreover, the proposed 

rule change is not discriminatory in that 

it affects only the rights of Holdings 

shareholders; qualification of, and 

trading privileges resulting from, ETP 

Holder status is unrelated to and 

independent of a person’s or entity’s 

status as a Holdings shareholder. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any inappropriate burden on 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change will not be 

operative until 30 days after the date of 

filing (or such shorter time as the 

Commission may designate) pursuant to 

Section 19(b)(3)(A)(ii) of the Act 6 and 

subparagraph (f)(6) of Rule 19b–4 7

thereunder, because the proposal is 

‘‘non-controversial’’ and: (1) Does not 

significantly affect the protection of 

investors or the public interest; (2) does 

not impose any significant burden on 

competition; and (3) does not become 

operative for 30 days from the date of 

filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest; provided that the selfregulatory organization has given the 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 235 / Wednesday, December 8, 2010 / Notices 76503 

8As required under Rule 19b–4(f)(6)(iii), NSX 

provided the Commission with written notice of its 

intent to file the proposed rule change at least five 

business days prior to the filing date. 

9 17 CFR 19b–4(f)(6)(iii). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Commission written notice of its intent 

to file the proposed rule change at least 

five business days prior to the filing 

date of the proposed rule change.8

Pursuant to Rule 19b–4(f)(6)(iii) under 

the Act,9 the Commission may designate 

a shorter time period if such action is 

consistent with the protection of 

investors and the public interest. At any 

time within sixty (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 

No. SR–NSX–2010–15 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–NSX–2010–15. 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. Copies of such filing 

also will be available for inspection and 

copying at the principal office of the 

NSX. 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–NSX–2010–15 and should 

be submitted by December 29, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–30829 Filed 12–7–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63416; File No. SR–BX– 

2010–083] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

of Proposed Rule Change Relating to 

The Price Improvement Period To 

Permit an Initiating Participant To 

Designate a PIP Surrender Quantity 

December 2, 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 November 

24, 2010, NASDAQ OMX BX, Inc. (the 

‘‘Exchange’’) 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 self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend 

Chapter V, Section 18 (The Price 

Improvement Period (‘‘PIP’’)) of the 

Rules of the Boston Options Exchange 

Group, LLC (‘‘BOX’’) to permit an 

Options Participant initiating a PIP to 

designate a PIP Surrender Quantity. The 

text of the proposed rule change is 

available from the principal office of the 

Exchange, on the Exchange’s Web site at 

http://nasdaqomxbx.cchwallstreet.com/

NASDAQOMXBX/Filings/, at the 

Commission’s Public Reference Room, 

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 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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The proposed rule change will amend 

Chapter V, Section 18 (The Price 

Improvement Period (‘‘PIP’’)) of the BOX 

Rules to permit an Options Participant 

initiating a PIP (‘‘Initiating Participant’’), 

at its option, to designate a lower 

amount for which it will retain certain 

priority and trade allocation privileges 

upon the conclusion of the PIP auction 

than the forty percent (40%) of the PIP 

Order to which the Initiating Participant 

is entitled as set forth in Chapter V, 

Sections 18(f)(i) and (f)(ii) of the BOX 

Rules. In certain instances, Chapter V, 

Sections 18(f)(i) and (f)(ii) of the BOX 

Rules allow an Initiating Participant to 

retain priority and trade allocation 

privileges for 40% of the size of a PIP 

Order upon conclusion of the PIP. This 

proposal will permit an Initiating 

Participant, when starting a PIP, to 

submit the Primary Improvement Order 

to BOX with a designation to identify 

the total size of the PIP Order that the 

Initiating Participant is willing to 

‘‘surrender’’ to other PIP Participants 

(‘‘PIP Surrender Quantity’’), resulting in 

the Initiating Participant potentially 

being allocated less than the forty 

percent (40%) to which it may be 

entitled. For example, when an 

Initiating Participant submits a PIP 

Order and a Primary Improvement 

Order for 100 contracts and a PIP 

Surrender Quantity of 70 contracts, the 

Initiating Participant is designating that 

it is willing to surrender seventy percent 

(70%) of the PIP Order to other PIP 

Participants. Therefore, the Initiating 

Participant is only retaining priority to 

thirty percent (30%) of the PIP Order, 


jlentini on DSKJ8SOYB1PROD with NOTICES