13932 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BOX–2015–15 on the subject line. 

Paper Comments 

• 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–BOX–2015–15. 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 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BOX– 

2015–15, and should be submitted on or 

before April 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06017 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74477; File No. SR–BOX– 

2015–14] 

Self-Regulatory Organizations; BOX 

Options Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Regarding 

the Transfer of Ownership Interest in 

the Exchange 

March 11, 2015. 

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 February 

26, 2015, BOX Options Exchange LLC 

(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 Substance of 

the Proposed Rule Change 

The Exchange proposes to repurchase 

the ownership interest in the Exchange 

held by Strategic Investments II Inc. 

(‘‘SI’’) and BOX Holdings Group LLC, an 

affiliate of the Exchange (‘‘BOX 

Holdings’’), proposes to repurchase the 

ownership interest in BOX Holdings 

held by SI. The text of the proposed rule 

change is available from the principal 

office of the Exchange, at the 

Commission’s Public Reference Room 

and also on the Exchange’s Internet Web 

site at http://boxexchange.com. 

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 Exchange is a limited liability 

company, organized under the laws of 

the State of Delaware on August 26, 

2010. The Exchange’s charter is a 

Limited Liability Company Agreement, 

dated as of May 10, 2012 (the ‘‘Exchange 

LLC Agreement’’). SI became a Member 

of the Exchange on May 10, 2012. 

BOX Holdings is a limited liability 

company, organized under the laws of 

the State of Delaware on August 26, 

2010. BOX Holdings is the sole owner 

of BOX Market LLC, a facility of the 

Exchange (‘‘BOX Market’’). The BOX 

Holdings charter is a Limited Liability 

Company Agreement, dated as of May 

10, 2012 (the ‘‘Holdings LLC 

Agreement’’). SI became a Member of 

BOX Holdings on May 10, 2012. 6,445 

Economic Units and 4,990 Voting Units 

represent SI’s ownership interest in the 

Exchange, comprising 6.455% of all 

outstanding interests and 4.99% of all 

outstanding voting interests of the 

Exchange, respectively (the ‘‘Exchange 

Units’’). 500 Class A Units represent SI’s 

ownership interest in BOX Holdings, 

comprising 4.203% of all outstanding 

ownership interests of BOX Holdings 

(the ‘‘Holdings Units’’ and, together 

with the Exchange Units, the ‘‘SI 

Units’’). 

Each of the Exchange and BOX 

Holdings has agreed with SI to purchase 

the SI Units. Accordingly, it is proposed 

that SI transfer all of the Exchange Units 

to the Exchange and all of the Holdings 

Units to BOX Holdings (the ‘‘Transfer’’). 

After the Transfer, the SI Units will no 

longer be outstanding, references to SI 

in each of the Exchange LLC Agreement 

and the Holdings LLC Agreement will 

be removed, and SI will have no 

remaining rights under the Exchange 

LLC Agreement or the Holdings LLC 

Agreement. 

As provided in Section 7.3(f) of the 

Exchange LLC Agreement, ‘‘no Person, 

alone or together with any Related 

Persons, shall own, directly or 

indirectly, of record or beneficially, an 

aggregate Economic Percentage Interest 

greater than 40% (or 20% if such Person 

is a BOX Options Participant) (the 

‘‘Economic Ownership Limit’’).’’ 

Accordingly, because the total number 

of outstanding Economic Units of the 

Exchange are reduced in the Transfer, 

outstanding Economic Units held by 

any remaining Members of the Exchange 

will be cancelled to the extent necessary 

to ensure compliance with the 

Economic Ownership Limit. 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13933 

3See § 4.02 of the BOX Options Exchange LLC 

Bylaws. 

4 15 U.S.C. 78s(b)(3)(A)(iii). 

5 17 CFR 240.19b–4(f)(6). 

As provided in Section 7.3(g) of the 

Exchange LLC Agreement, ‘‘no Person, 

alone or together with any Related 

Persons, shall own, directly or 

indirectly, of record or beneficially, an 

aggregate Voting Percentage Interest of 

greater than 20% (the ‘‘Voting 

Ownership Limit’’).’’ Further, Section 

7.3(g) of the Exchange LLC Agreement 

provides that, upon any change in 

economic ownership, the number of 

Voting Units held by each Member of 

the Exchange shall be adjusted to 

maintain compliance with the Voting 

Ownership Limit. Accordingly, because 

the number of Economic Units held by 

Members of the Exchange are reduced in 

the Transfer, the number of outstanding 

Voting Units of the Exchange, and the 

number of Voting Units held by each of 

the remaining Members of the 

Exchange, will be adjusted to the extent 

necessary to ensure compliance with the 

Economic Ownership Limit. 

As discussed above, all ownership 

limits relating to the Exchange will 

continue to be strictly respected. The 

Transfer will not result in any Member 

of the Exchange exceeding its applicable 

Economic Ownership Percentage or 

Voting Ownership Percentage 

(collectively, its ‘‘Ownership 

Percentages’’). Prior to the Transfer, 

some Members of the Exchange already 

held the maximum Ownership 

Percentages allowed under the 

Exchange LLC Agreement. The 

Ownership Percentages held by these 

Members will remain completely 

unchanged after giving effect to the 

Transfer. For other Members of the 

Exchange, adjustments to Ownership 

Percentages resulting from the Transfer 

will be insubstantial, such that no 

Member of the Exchange will have its 

Ownership Percentage adjusted by more 

than 2.2% of the Exchange’s ownership. 

After giving effect to the Transfer, no 

Member will hold more than 40% 

Economic Ownership Percentage, no 

Participant will hold more than 20% 

Economic Ownership Percentage, and 

no Member will hold more than 20% 

Voting Ownership Percentage in the 

Exchange. 

The Board of Directors of the 

Exchange will remain unaffected by the 

Transfer. The makeup of the Board will 

still be comprised of a majority of 

Directors that are Non-industry 

Directors, at least 20% that are 

Participant Directors and one (1) 

Director that is also an officer or director 

of BOX Holdings.3

Further, Section 7.4(f) of the Holdings 

LLC Agreement provides that a rule 

filing pursuant to Section 19 of the 

Exchange Act is required with respect to 

certain transactions that result in the 

acquisition and holding by a person of 

an aggregate ownership interest in BOX 

Holdings which meets or crosses the 

threshold level of 20% or any 

successive 5% level. Although MX US 

2, Inc., a wholly-owned subsidiary of 

TMX Group Limited (‘‘MXUS2’’), is not 

acquiring any additional ownership 

Units of BOX Holdings in the Transfer, 

the reduction of the total number of 

outstanding ownership Units of BOX 

Holdings in the Transfer will result in 

a corresponding increase in the 

ownership interest held by MXUS2 from 

53.83% to 56.19% and thereby crossing 

a 5% level of fifty-five percent. 

This change in MXUS2’s ownership 

percentage by less than 2.4% of the 

overall ownership of BOX Holdings is 

insubstantial and will not materially 

alter the ownership or voting power of 

MXUS2 in BOX Holdings. Even though 

the MXUS2’s ownership percentage will 

experience this small increase, no 

additional power or control will accrue 

to MXUS2 as a result. For example, as 

the current holder of a majority of the 

outstanding ownership interests in BOX 

Holdings, MXUS2 has the ability to 

control any vote of the Members or the 

Board of Directors of BOX Holdings that 

requires a simple majority vote. After 

giving effect to the Transfer, MXUS2 

will still control such votes. Further, 

MXUS2 currently has the power to 

appoint up to five (5) representatives to 

the BOX Holdings Board of Directors. 

After giving effect to the Transfer, 

MXUS2 will still have the power to 

appoint the same number of Directors of 

BOX Holdings. As a 56.19% owner, 

MXUS2 would have no additional 

voting or veto rights and no other ability 

to exercise power over the operations of 

BOX Holdings or its subsidiary, BOX 

Market. No other Member of BOX 

Holdings will have its ownership 

percentage in BOX Holdings adjusted by 

more than 0.9% of the total BOX 

Holdings ownership as a result of the 

Transfer. 

The consideration paid to SI by BOX 

Holdings and the Exchange in 

connection with the Transfer was paid 

almost entirely by BOX Holdings with 

only a de minimis amount paid by the 

Exchange. The Exchange continues to 

reserve sufficient assets to operate and 

fulfill its regulatory responsibilities with 

respect to itself and the BOX Market. 

The Exchange Board of Directors 

remains committed to ensuring the 

Exchange is sufficiently capitalized to 

meet its obligations. The Exchange and 

BOX Market continue to be subject to a 

written agreement which provides that 

the Exchange receives and retains all 

assets deemed to be necessary for 

regulatory purposes by the Exchange. 

Accordingly, payments made to 

consummate the Transfer will not have 

any negative effect on the Exchange’s 

ability to carry out its duties and 

obligations as an SRO. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the Act, 

in general, and furthers the objectives of 

Section 6(b)(1), in particular, in that it 

enables the Exchange to be so organized 

so as to have the capacity to be able to 

carry out the purposes of the Act and to 

comply, and to enforce compliance by 

its exchange members and persons 

associated with its exchange members, 

with the provisions of the Act, the rules 

and regulations thereunder, and the 

rules of the Exchange. The Exchange 

also believes that this filing furthers the 

objectives of Section 6(b)(5) of the Act 

in that it is designed to facilitate 

transactions in securities, 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 regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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. 

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. 

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 comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 4 and Rule 

19b–4(f)(6) thereunder.5 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

mstockstill on DSK4VPTVN1PROD with NOTICES

13934 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 

6 In addition, Rule 19b–4(f)(6)(iii) requires the 

Exchange to give the Commission written notice of 

the Exchange’s 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 Commission has waived the 5- 

day prefiling requirement in this case. 

7For 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). 8 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(7). 

2 7 U.S.C. 7a–2(c). 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6) 

thereunder.6

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 has asked the Commission to 

waive the 30-day operative delay 

because the Transfer is intended to be 

completed in less than 30 days. The 

Commission believes that an earlier 

operative date will ensure that the filing 

is effective prior to the intended 

completion of the Transfer in less than 

30 days. Based on the foregoing, the 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest.7 The Commission 

hereby grants the Exchange’s request 

and designates the proposal 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. 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– 

SR–BOX–2015–14 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–2015–14. 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 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–BOX– 

2015–14 and should be submitted on or 

before April 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06020 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74483; File No. SR–CFE– 

2015–002] 

Self-Regulatory Organizations; CBOE 

Futures Exchange, LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Regarding 

Exchange of Contract for Related 

Position Transactions and Block 

Trades 

March 11, 2015. 

Pursuant to Section 19(b)(7) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 notice is hereby given that on 

February 25, 2015 CBOE Futures 

Exchange, LLC (‘‘CFE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change described in 

Items I, II, and III below, which Items 

have been prepared by CFE. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. CFE 

also has filed this proposed rule change 

with the Commodity Futures Trading 

Commission (‘‘CFTC’’). CFE filed a 

written certification with the CFTC 

under Section 5c(c) of the Commodity 

Exchange Act (‘‘CEA’’)2 on February 25, 

2015. 

I. Self-Regulatory Organization’s 

Description of the Proposed Rule 

Change 

The Exchange proposes to amend its 

rules related to Exchange of Contract for 

Related Position (‘‘ECRP’’) transactions 

and block trades. The scope of this filing 

is limited solely to the application of the 

rule amendments to security futures 

traded on CFE. The only security futures 

currently traded on CFE are traded 

under Chapter 16 of CFE’s Rulebook 

which is applicable to Individual Stock 

Based and Exchange-Traded Fund 

Based Volatility Index security futures. 

The text of the proposed rule change is 

attached as Exhibit 4 to the filing but is 

not attached to the publication of this 

notice. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, CFE 

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 

mstockstill on DSK4VPTVN1PROD with NOTICES