Federal Register / Vol. 77, No. 62 / Friday, March 30, 2012 / Notices 19399 

12 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 65566 

(October 14, 2011), 76 FR 65247 (October 20, 2011) 

(SR–ISE–2011–69). 

5See Securities Exchange Act Release No. 66171 

(January 17, 2012), 77 FR 3297 (January 23, 2012) 

(File Nos. SR–EDGA–2011–34; SR–EDGX–2011–33; 

SR–ISE–2011–69; SR–NYSE–2011–51; SR– 

NYSEAmex–2011–78; SR–NYSEArca–2011–72). 

6 Id. 

7See supra note 4. 

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

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

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7633 Filed 3–29–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66660; File No. SR–ISE– 

2012–24] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Clarifying That Rule Change in 

Connection With Proposed 

Combination Between NYSE Euronext 

and Deutsche Bo ̈rse AG Will Not 

Become Effective 

March 26, 2012. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’ or ‘‘Act’’),2 and Rule 

19b–4 thereunder,3 notice is hereby 

given that on March 22, 2012, 

International Securities Exchange, LLC 

(the ‘‘Exchange’’ or ‘‘ISE’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change (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 previously submitted a 

proposed rule change 4 (the ‘‘Holdco 

Proposal’’) in connection with the 

proposed business combination (the 

‘‘Combination’’) of NYSE Euronext, a 

Delaware corporation, and Deutsche 

Bo ̈rse AG, an Aktiengesellschaft 

organized under the laws of the Federal 

Republic of Germany (‘‘Deutsche 

Bo ̈rse’’). The Holdco Proposal was 

conditionally approved by the 

Commission.5 The Exchange is 

submitting this Proposed Rule Change 

in order to clarify that the Holdco 

Proposal will not become effective. The 

text of the Proposed Rule Change is 

available on the Exchange’s Web site 

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 has included statements 

concerning the purpose of, and basis for, 

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 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 Exchange proposes to clarify that 

the Combination contemplated by the 

Holdco Proposal will not be completed 

and, therefore, the Holdco Proposal 

conditionally approved by the 

Commission 6 will not become effective. 

The Holdco Proposal was submitted 

to the Commission in connection with 

the Combination.7 The purpose of the 

Holdco Proposal was to adopt the rules 

necessary to permit NYSE Euronext and 

Deutsche Bo ̈rse to effect the 

Combination and to amend certain 

provisions of the organizational and 

other governance documents of Alpha 

Beta Netherlands Holding N.V., a 

holding company organized under the 

laws of the Netherlands (‘‘Holdco’’), and 

ISE Holdings, Inc. 

The Commission’s approval of the 

Holdco Proposal was conditioned on 

completion of the Combination, and the 

Commission noted that if the 

Combination is not consummated, the 

Holdco Proposal would not become 

effective. 

On February 2, 2012, following the 

European Commission’s decision to 

prohibit the Combination, NYSE 

Euronext and Deutsche Bo ̈rse agreed to 

terminate the Business Combination 

Agreement, dated as of February 15, 

2011, as amended by Amendment No. 1 

dated as of May 2, 2011 and by 

Amendment No. 2 dated as of June 16, 

2011, by and among NYSE Euronext, 

Deutsche Bo ̈rse, Holdco and Pomme 

Merger Corporation, a Delaware 

corporation and newly formed wholly 

owned subsidiary of Holdco. 

Accordingly, the Combination 

contemplated by the Holdco Proposal 

will not be completed and, therefore, 

the Holdco Proposal conditionally 

approved by the Commission will not 

become effective. 

2. Statutory Basis 

The Exchange believes that this filing 

is consistent with Section 6(b) 8 of the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) in general, and 

furthers the objectives of Section 

6(b)(5) 9 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. Specifically, the Exchange 

believes that the Proposed Rule Change 

will clarify the corporate structure of the 

Exchange, which will promote just and 

equitable principles of trade and help to 

protect investors and the public interest. 

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 Exchange Act. 

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 

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 

mstockstill on DSK4VPTVN1PROD with NOTICES

19400 Federal Register / Vol. 77, No. 62 / Friday, March 30, 2012 / Notices 

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

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(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. The 

Exchange has fulfilled this requirement. 

12 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 65565 

(October 14, 2011), 76 FR 65255 (October 20, 2011) 

(SR–EDGX–2011–33). 

5See Securities Exchange Act Release No. 66171 

(January 17, 2012), 77 FR 3297 (January 23, 2012) 

(File Nos. SR–EDGA–2011–34; SR–EDGX–2011–33; 

SR–ISE–2011–69; SR–NYSE–2011–51; SR– 

NYSEAmex–2011–78; SR–NYSEArca–2011–72). 

6 Id. 

7See supra note 4. 

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

Rule 19b–4(f)(6) thereunder.11

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 Exchange 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 email to rulecomments@sec.gov. Please include File 

Number SR–ISE–2012–24 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–ISE–2012–24. This file 

number should be included on the 

subject line if email 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–ISE– 

2012–24 and should be submitted on or 

before April 20, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7632 Filed 3–29–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66657; File No. SR–EDGX– 

2012–10] 

Self-Regulatory Organizations; EDGX 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Clarifying That Rule 

Change in Connection With Proposed 

Combination Between NYSE Euronext 

and Deutsche Bo ̈rse AG Will Not 

Become Effective 

March 26, 2012 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’ or ‘‘Act’’),2 and Rule 

19b–4 thereunder,3 notice is hereby 

given that on March 19, 2012, the EDGX 

Exchange, Inc. (the ‘‘Exchange’’ or 

‘‘EDGX’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change (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 previously submitted a 

proposed rule change 4 (the ‘‘Holdco 

Proposal’’) in connection with the 

proposed business combination (the 

‘‘Combination’’) of NYSE Euronext, a 

Delaware corporation, and Deutsche 

Bo ̈rse AG, an Aktiengesellschaft 

organized under the laws of the Federal 

Republic of Germany (‘‘Deutsche 

Bo ̈rse’’). The Holdco Proposal was 

conditionally approved by the 

Commission.5 The Exchange is 

submitting this Proposed Rule Change 

in order to clarify that the Holdco 

Proposal will not become effective. The 

text of the Proposed Rule Change is 

available on the Exchange’s Web site 

www.directedge.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 has included statements 

concerning the purpose of, and basis for, 

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 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 Exchange proposes to clarify that 

the Combination contemplated by the 

Holdco Proposal will not be completed 

and, therefore, the Holdco Proposal 

conditionally approved by the 

Commission 6 will not become effective. 

The Holdco Proposal was submitted 

to the Commission in connection with 

the Combination.7 The purpose of the 

Holdco Proposal was to adopt the rules 

necessary to permit NYSE Euronext and 

Deutsche Bo ̈rse to effect the 

Combination and to amend certain 

provisions of the organizational and 

other governance documents of Alpha 

Beta Netherlands Holding N.V., a 

holding company organized under the 

laws of the Netherlands (‘‘Holdco’’), and 

ISE Holdings, Inc. 

The Commission’s approval of the 

Holdco Proposal was conditioned on 

completion of the Combination, and the 

mstockstill on DSK4VPTVN1PROD with NOTICES