13930 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(2). 

9 15 U.S.C. 78s(b)(2)(B). 10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See NYSE MKT Rule 975NY. The proposed rule 

change is also substantially similar to NYSE Arca, 

Inc. (‘‘NYSE Arca’’) Rule 6.89, Chicago Board 

Options Exchange, Inc. (‘‘CBOE’’) Rule 6.25 and is 

similar to NASDAQ OMX PHLX, LLC (‘‘Phlx’’) Rule 

1092(c)(ii)(A). 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 7 of the Act and 

subparagraph (f)(2) of Rule 19b–4 8

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 9 of the Act to 

determine whether the proposed rule 

change 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 rulecomments@sec.gov. Please include File 

Number SR–NYSEMKT–2015–12 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–NYSEMKT–2015–12. 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 will also be available for 

inspection and copying at the NYSE’s 

principal office and on its Internet Web 

site at www.nyse.com. 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– 

NYSEMKT–2015–12, 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. 2015–06016 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74474; File No. SR–BOX– 

2015–15] 

Self-Regulatory Organizations; BOX 

Options Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Amend 

BOX Rule 7170 To Provide for New 

Procedures To Account for Erroneous 

Trades Occurring From Disruptions 

and/or Malfunctions of Exchange 

Systems 

March 11, 2015. 

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 March 2, 

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 

change 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 

BOX Rule 7170 (Obvious and 

Catastrophic Errors) to provide for new 

procedures to account for erroneous 

trades occurring from disruptions and/ 

or malfunctions of Exchange systems. 

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 proposes to amend 

BOX Rule 7170 to provide for new 

procedures to account for erroneous 

trades occurring from disruptions and/ 

or malfunctions of Exchange systems. 

This is a competitive filing that is based 

on the rules of NYSE MKT LLC (‘‘NYSE 

MKT’’).3

Proposed new Rule 7170(m) would 

provide that any transactions that arise 

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Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13931 

4 Id. 

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

6 15 U.S.C. 78f(b)(5). 

7See supra, note 3. 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6)(iii). As required under 

Rule 19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the 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. 

out of a ‘‘verifiable systems disruption 

or malfunction’’ in the use or operation 

of an Exchange automated quotation, 

dissemination, execution, or 

communication system may either be 

nullified or adjusted by the Exchange. In 

addition, the proposed rule would 

provide that transactions that qualify for 

price adjustment will be adjusted to a 

Theoretical Price, as defined in 

paragraph (d) of Rule 7170. The 

Exchange notes that proposed Rule 

7170(m) is virtually identical to NYSE 

MKT Rule 975NY(a)(9) and similar to 

rules in effect at other options 

exchanges that allow for the 

nullification or modification of 

transactions that resulted from verifiable 

disruptions and/or malfunctions of 

Exchanges [sic] systems.4

The proposed rule change would 

provide the Exchange with the same 

authority to nullify or adjust trades in 

the event of a ‘‘verifiable disruption or 

malfunction’’ in the use or operation of 

its systems as other exchanges have. The 

Exchange believes that it is appropriate 

to provide the flexibility and authority 

provided for in proposed Rule 7170(m) 

so as not to limit the Exchange’s ability 

to plan for and respond to unforeseen 

systems problems or malfunctions. For 

this reason, the Exchange believes that, 

in the interest of maintaining a fair and 

orderly market and for the protection of 

investors, authority to nullify trades in 

these circumstances, consistent with the 

authority on other exchanges, is 

warranted. 

The Exchange further proposes that, 

similar to NYSE MKT Rule 975NY(b)(3), 

the Exchange may, on its own motion, 

review any transaction occurring on the 

Exchange that is believed to be a result 

of a verifiable disruption or malfunction 

of Exchange systems. The Exchange, 

when determining whether to review a 

transaction on its own motion pursuant 

to proposed Rule 7170(m), shall act as 

soon as possible after receiving 

notification of the transaction, and 

ordinarily would be expected to act on 

the same day as the transaction 

occurred. In no event shall the Exchange 

act later than 9:30 a.m. (ET) on the next 

trading day following the date of the 

transaction in question. The Exchange 

further notes that when acting under its 

own motion to nullify or adjust trades 

pursuant to proposed Rule 7170(m), the 

Exchange must consider whether taking 

such action would be in the interest of 

maintaining a fair and orderly market 

and for the protection of investors. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),5 in general, and 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 

mechanism of a free and open market 

and a national market system, and, in 

general to protect investors and the 

public interest. 

The Exchange believes that the 

proposed rule change would remove 

impediments to and perfect the 

mechanism of a free and open market 

and national market system and 

promote a fair and orderly market 

because it would provide authority for 

the Exchange to nullify or adjust trades 

that may have resulted from a verifiable 

systems disruption or malfunction. The 

Exchange believes that it is appropriate 

to provide the flexibility and authority 

provided for in proposed Rule 7170(m) 

so as not to limit the Exchange’s ability 

to plan for and respond to unforeseen 

systems problems or malfunctions that 

may result in harm to the public. 

Allowing for the nullification or 

modification of transactions that result 

from verifiable disruptions and/or 

malfunctions of Exchange systems will 

offer market participants on the 

Exchange a level of relief presently not 

available. The Exchange further notes 

that when acting under its own motion 

to nullify or adjust trades pursuant to 

proposed Rule 7170(m), the Exchange 

must consider whether taking such 

action would be in the interest of 

maintaining a fair and orderly market 

and for the protection of investors. The 

Exchange notes that the proposed rule 

change is based on the rules of NYSE 

MKT and is similar to the rules of other 

markets.7

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Rather, the 

Exchange believes that the proposed 

rule change is pro-competitive because 

it will better align the Exchange’s rules 

with the rules of other markets, 

including NYSE MKT, CBOE, NYSE 

Arca, and Phlx. By adopting proposed 

Rule 7170(m), the Exchange will be in 

a position to treat transactions that are 

a result of a verifiable systems issue or 

malfunction in a manner similar to 

other exchanges. 

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 

Because the proposed rule change 

does not (i) significantly affect the 

protection of 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 if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 8 and Rule 19b-4(f)(6)(iii) 

thereunder.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. 

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 

mstockstill on DSK4VPTVN1PROD with NOTICES

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. 

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