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###### Securities and Exchange Commission

          - [Release No. 34-74171; File No. SR-BOX-2015-05]

                    Pursuant to Section 19(b)(1) under the Securities Exchange Act of 1934 (the “Act”),[1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on January 16, 2015, BOX Options Exchange LLC (the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,[3]                                          and Rule 19b-4(f)(2) thereunder,[4]                                          which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                
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## I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change

The Exchange is filing with the Securities and Exchange Commission (“Commission”) a proposed rule change to extend the deadline for the VPR Program to January 14, 2015. There are no proposed changes to any rule text.

## 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 aspects of such statements.

### A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

                    On January 9, 2015, the Exchange filed a rule change on Form 19b-4 to implement an equity rights program (the “VPR Program”), to be effective January 12, 2015 (the “VPR Filing”).[5]                                          As provided on page 13 of 49 in the VPR Filing, applicants to participate in the VPR Program were required to make a nominal cash payment of $85 per VPR by January 12, 2015. Also, as provided on page 15 of 49 in the VPR Filing, applicants to participate in the VPR Program were required to sign the applicable subscription documents by January 12, 2015.                

Because all prospective Subscribers to the VPR Program were unable to sign the required documents and make the associated payment by the January 12, 2015 deadline, BOX proposes to make a reasonable accommodation to all prospective Subscribers. Accordingly, BOX proposes to extend the deadline, by which subscription documents and payments must be submitted to BOX, by two days to January 14, 2015 (the “Extension Period”). This extension would allow all parties desiring to participate in the VPR Program to subscribe. In making such accommodation, no prospective Subscribers to the VPR Program would be impaired in their ability to participate in the VPR Program.

Further, as provided on pages 4, 15 and 17 of 49 in the VPR Filing, BOX expected to begin measuring order flow volume for the VPR Program on January 12, 2015. In connection with the extension of time afforded prospective Subscribers, BOX proposes to begin measuring order flow volume upon effectiveness of this rule filing with respect to any Subscriber that signed the subscription documents and made the cash payment during the Extension Period.

###                     2.                     *Statutory Basis*

                    The Exchange believes that the proposal is consistent with the requirements of Section 6(b) of the Act, in general, and Section 6(b)(4) and 6(b)(5)of the Act,[6]                                          in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among BOX Participants and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. In particular, the proposed rule change is reasonable, equitable and not unfairly discriminatory because it proposes to make a reasonable accommodation to all prospective Subscribers who wish to participate in the VPR Program. This will ensure that no prospective Subscribers to the VPR Program would be impaired in their ability to participate in the VPR Program.                

### 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. The Exchange believes that the proposed rule change will improve competition by allowing all market participants to subscribe to the VPR Program.

### C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

No written comments were either solicited or received.

## III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Exchange Act [7]                                          and Rule 19b-4(f)(2) thereunder,[8]                                          because it establishes or changes a due, or fee.                

At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend the rule change if it appears to the Commission that the action is necessary or appropriate in the public interest, for the protection of investors, or would otherwise further the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or 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 email to rule-comments@sec.gov.                      Please include File Number SR-BOX-2015-05 on the subject line.                

### Paper Comments

    - Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-BOX-2015-05. 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 10:00 a.m. and 3:00 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                           ( print page 6155)                        submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BOX-2015-05, and should be submitted on or before February 25, 2015.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[9] 

Jill M. Peterson,

Assistant Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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4.                             17 CFR 240.19b-4(f)(2).                    
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5.                                                     *See*                         SR-BOX-2015-03.                    
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6.                             15 U.S.C. 78f(b)(4) and (5).                    
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7.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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8.                             17 CFR 240.19b-4(f)(2).                    
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9.                             17 CFR 200.30-3(a)(12).                    
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[FR Doc. 2015-02106 Filed 2-3-15; 8:45 am]

BILLING CODE 8011-01-P