[Federal Register Volume 80, Number 29 (Thursday, February 12, 2015)]
[Notices]
[Pages 7897-7899]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-02897]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74225; File No. SR-MIAX-2015-05]


Self-Regulatory Organizations; Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Modify the Closing Date of the Equity Rights 
Program

February 6, 2015.
    Pursuant to the provisions of 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 January 27, 2015, Miami International 
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') a proposed rule 
change as described in Items I, II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to modify the closing date of the 
equity rights program. The text of the proposed rule change is 
available on the Exchange's Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at MIAX's principal office, 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 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 6, 2015, the Exchange filed a rule change to implement 
an

[[Page 7898]]

equity rights program (``Program'') pursuant to which units 
representing the right to acquire equity in the Exchange's parent 
holding company, Miami International Holdings, Inc. (``MIH'') would be 
issued to a participating Member in exchange for payment of an initial 
purchase price or the prepayment of certain transaction fees and the 
achievement of certain liquidity volume thresholds on the Exchange over 
a 29-month period.\3\ All applicants are subject to the same 
eligibility and designation criteria, and all participant Members 
participate in the Program on the same terms, conditions and 
restrictions. To be designated as a participant Member, an applicant 
must: (i) Be a Member in good standing of MIAX; (ii) qualify as an 
``accredited investor'' as such term is defined in Regulation D of the 
Securities Act of 1933; and (iii) have executed all required 
documentation for Program participation. Participant Members must have 
executed the definitive documentation, satisfied the eligibility 
criteria required of Program participants enumerated above, and 
tendered the minimum cash investment or prepayment of fees by January 
27, 2015, with a closing to occur on January 30, 2015.
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    \3\ See Securities Exchange Act Release No. 74095 (January 20, 
2015), 80 FR 4011 (January 26, 2015) (SR-MIAX-2015-02).
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    Because all prospective participant Members are not able to execute 
the definitive documentation, satisfy the eligibility criteria required 
of Program participants, and tender the minimum cash investment or 
prepayment of fees by the January 27, 2015 deadline, the Exchange 
proposes to make a reasonable accommodation to all prospective 
participant Members. Accordingly, the Exchange proposes to extend the 
deadline, by which Participant Members must have executed the 
definitive documentation, satisfied the eligibility criteria required 
of Program participants, and tendered the minimum cash investment or 
prepayment of fees must be submitted [sic] to the Exchange, by 3 days 
to January 30, 2015, with a closing to occur on February 2, 2015. The 
Exchange will initiate the measurement period on February 1, 2015, as 
previously prescribed.\4\ This extension will allow all Members 
desiring to participate in the Program to subscribe. In making such 
accommodation, no prospective Participant Member will be impaired in 
their ability to participate in the Program.
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    \4\ See id.
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2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent 
with section 6(b) of 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 foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
section 6(b)(5) of the Act \7\ requirement that the rules of an 
exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange also believes the 
proposed rule change is consistent with section 6(b)(4) of the Act,\8\ 
which requires that Exchange rules provide for the equitable allocation 
of reasonable dues, fees, and other charges among its members and other 
persons using its facilities.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
    \7\ 15 U.S.C. 78f(b)(5).
    \8\ 15 U.S.C. 78f(b)(4).
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    In particular, the proposed rule change is reasonable, equitable 
and not unfairly discriminatory because it proposes to make a 
reasonable accommodation to all prospective participant Members who 
wish to participate in the Program. This will ensure that no 
prospective participant Member to the Program would be impaired in 
their ability to participate in the 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 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 Program.

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

    Written comments were neither solicited nor 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 Act.\9\ 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. If the Commission takes such action, the Commission shall 
institute proceedings to determine whether the proposed rule should be 
approved or disapproved.
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    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cbb9bea7aee6a8a4a6a6aea5bfb88bb8aea8e5aca4bd"><span class="__cf_email__" data-cfemail="dcaea9b0b9f1bfb3b1b1b9b2a8af9cafb9bff2bbb3aa">[email protected]</span></a>. Please include 
File Number SR-MIAX-2015-05 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-MIAX-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.,

[[Page 7899]]

Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 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-MIAX-2015-05 and 
should be submitted on or before March 5, 2015. For the Commission, by 
the Division of Trading and Markets, pursuant to delegated 
authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).

Brent J. Fields,
Secretary.
[FR Doc. 2015-02897 Filed 2-11-15; 8:45 am]
BILLING CODE 8011-01-P


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