10322 Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Pursuant to Section 7.1(a) of the Third Amended 

and Restated DE Operating Agreement, each 

Manager is designated as a ‘‘manager’’ of Direct 

Edge within the meaning of the Securities and [sic] 

Exchange Act of 1934 (the ‘‘Exchange Act’’). 4See Exchange Act Release No. 59135 (December 

22, 2008), 73 FR 79954 (December 30, 2008)(SR– 

ISE–2008–85)(Order approving a proposed rule 

change, as modified by amendment no. 1, relating 

to the purchase by International Securities 

Exchange Holdings, Inc. (‘‘ISE Holdings’’) of an 

ownership interest in Direct Edge). 

not adversely affect the safeguarding of 

securities and funds in the custody or 

control of the clearing agency or for 

which it is responsible and does not 

significantly affect the respective rights 

or obligations of the clearing agency or 

persons using the service. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

may summarily abrogate 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. 

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 e-mail to rulecomments@sec.gov. Please include File 

No. SR–FICC–2009–01 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

SR–FICC–2009–01. This file number 

should be included on the subject line 

if e-mail 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 inspection and copying in 

the Commission’s Public Reference 

Room, 450 Fifth Street, NW., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at FICC’s principal office and 

on FICC’s Web site at http://ficc.com/ 

gov/gov.docs.jsp?NS-query=#rf. 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 No. 

SR–FICC–2009–01 and should be 

submitted on or before March 31, 2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–5057 Filed 3–9–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59492; File No. SR–ISE– 

2009–08] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change, as 

Modified by Amendment No. 1, by 

International Securities Exchange, LLC 

Relating to Changes to the Third 

Amended and Restated Limited 

Liability Company Operating 

Agreement of Direct Edge Holdings 

LLC 

March 3, 2009. 

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 February 

27, 2009, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change, as described 

in Items I, II, and III below, which items 

have been prepared by the selfregulatory organization. On March 3, 

2009, the Exchange filed Amendment 

No. 1 to the proposed rule change. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

1, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to make 

changes to the Third Amended and 

Restated Limited Liability Company 

Operating Agreement of Direct Edge 

Holdings LLC (‘‘Third Amended and 

Restated DE Operating Agreement’’) to 

preserve the right of the DB US 

Financial Markets Holding Corporation, 

LabMorgan Corporation, Merrill Lynch 

L.P. Holdings, Inc., Nomura Securities 

International, Inc., and Sun Partners 

LLC (together, the ‘‘ISE Stock Exchange 

Consortium Members’’), who were 

formerly minority unitholders of the ISE 

Stock Exchange, LLC, as defined below, 

to retain the right to designate a 

Manager to Direct Edge Holdings Board 

of Managers 3 on an ongoing basis. The 

text of the proposed rule change is 

available on the Exchange’s Web site 

http://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 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 

On December 23, 2008, the ISE closed 

a transaction whereby, among other 

things, ISE Stock Exchange, LLC (‘‘ISE 

Stock Exchange’’), a Delaware limited 

liability company, merged with and into 

Maple Merger Sub, LLC (‘‘Maple Merger 

Sub’’), a Delaware limited liability 

company and a wholly owned 

subsidiary of Direct Edge Holdings LLC 

(‘‘Direct Edge’’), with Maple Merger Sub 

being the surviving entity.4 As part of 

the same transaction, ISE Holdings 

purchased equity interests in Direct 

Edge such that subsequent to 

completing the transaction, ISE 

Holdings owns a 31.54% equity interest 

in Direct Edge. Following the closing of 

the transaction and the merger of ISE 

Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 10323 

5 15 U.S.C. 78c(a)(2). 

6 Direct Edge is planning to file two Form 1 

Applications to own and operate two national 

securities exchanges. If the Commission approves 

the Form 1 Applications, the Facility will cease 

operations. 

7 ‘‘Percentage Interest’’ means, with respect to a 

member, the ratio of the number of Units held by 

the member to the total of all of the issued and 

outstanding Units, expressed as a percentage. 

8 15 U.S.C. 78f. 

9 15 U.S.C. 78f(b)(1), (5). 

Stock Exchange into Maple Merger Sub, 

Maple Merger Sub now owns and 

operates the marketplace for the trading 

of U.S. cash equities by Equity 

Electronic Access Members (‘‘Equity 

EAMs’’) of ISE under the rules of ISE, 

as a facility, as that term is defined in 

Section 3(a)(2) of the Exchange Act 5 of 

ISE (the ‘‘Facility’’ or ‘‘ISE Stock’’).6

ISE is a registered national securities 

exchange under Section 6 of the 

Exchange Act and a self-regulatory 

organization (‘‘SRO’’). As a facility of 

ISE, the Facility is subject to regulation 

by ISE and oversight by the Securities 

and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’). 

The Third Amended and Restated DE 

Operating Agreement contains 

provisions designed to ensure that any 

changes to the Third Amended and 

Restated DE Operating Agreement be 

first reviewed by ISE to determine 

whether such change must be filed with 

the SEC. For example, Section 15.2 of 

the Third Amended and Restated DE 

Operating Agreement provides that 

before any amendment to any provision 

of the Third Amended and Restated DE 

Operating Agreement shall be effective, 

such amendment shall be submitted to 

ISE and if ISE determines that such 

amendment must be filed with, or filed 

with and approved by, the SEC before 

the amendment may be effective under 

Section 19 of the Exchange Act and the 

rules promulgated under the Exchange 

Act or otherwise, then the proposed 

amendment to the Third Amended and 

Restated DE Operating Agreement shall 

not be effective until filed with, or filed 

with and approved by, the SEC, as the 

case may be. 

Direct Edge is now proposing to 

amend and restate the Third Amended 

and Restated DE Operating Agreement 

to preserve the right of the ISE Stock 

Exchange Consortium Members to retain 

the right to designate a manager to 

Direct Edge’s Board of Managers so long 

as such ISE Stock Exchange Consortium 

Members own at least 5% in Direct 

Edge. Currently the ISE Stock Exchange 

Consortium Members have a collective 

ownership interest of 8.76% in Direct 

Edge. The ISE Stock Exchange 

Consortium Members have a right, 

pursuant to Section 7.1(a)(2) of the 

Third Amended and Restated DE 

Operating Agreement, to appoint a 

Manager provided that their Percentage 

Interest 7 does not fall below 7.5%. The 

ISE Stock Exchange Consortium 

Members expressed concern that their 

Percentage Interest could be diluted 

below the 7.5% threshold for appointing 

a Manager and that potential sales by 

ISE Stock Exchange Consortium 

Members to parties who are not ISE 

Stock Exchange Consortium Members 

could also have an unintended dilutive 

effect. Accordingly, Direct Edge is now 

proposing to amend and restate the 

Third Amended and Restated DE 

Operating Agreement to mitigate the 

potential for such dilutive events. 

Specifically, Direct Edge is seeking to 

amend Section 7.2(a)(2) by: (i) Lowering 

the ownership threshold for appointing 

a Manager from 7.5% Percentage 

Interest to a 5% Percentage Interest; and 

(ii) providing a right of first refusal to 

the ISE Stock Exchange Consortium 

Members with respect to certain sales of 

other ISE Stock Exchange Consortium 

Members to parties who are not ISE 

Stock Exchange Consortium Members. 

Consistent with the requirements set 

forth in Section 15.2, the ISE has 

reviewed the proposed changes to the 

Third Amended and Restated DE 

Operating Agreement and has 

determined that such changes shall not 

be effective until filed with and 

approved by the SEC. Accordingly, ISE 

hereby submits the proposed changes 

and seeks Commission approval of such 

changes so that Direct Edge may execute 

the Fourth Amended and Restated 

Limited Liability Company Operating 

Agreement of Direct Edge Holdings LLC 

(‘‘Fourth Amended and Restated DE 

Operating Agreement’’). 

Additionally, Direct Edge proposes to 

make other non-substantive clean-up 

changes necessary to reflect that this 

agreement has been changed from the 

Third Amended and Restated DE 

Operating Agreement to the Fourth 

Amended and Restated Operating 

Agreement. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the 

Exchange Act,8 in general, and with 

Sections 6(b)(1) and (b)(5) of the 

Exchange Act,9 in particular, in that the 

proposal enables the Exchange and the 

Facility to be so organized as to have the 

capacity to be able to carry out the 

purposes of the Exchange Act and to 

comply with and enforce compliance by 

members and persons associated with 

members with provisions of the 

Exchange Act, the rules and regulations 

thereunder, and SRO rules, and 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 

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 proposed rule change does not 

impose any burden on competition that 

is 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 not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(a) By order approve such proposed 

rule change; or 

(b) institute proceedings to determine 

whether the proposed rule change 

should be 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 

10324 Federal Register / Vol. 74, No. 45 / Tuesday, March 10, 2009 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4 15 U.S.C. 78f. 

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

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–ISE–2009–08 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–2009–08. This file 

number should be included on the 

subject line if e-mail 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 inspection and copying in 

the Commission’s Public Reference 

Room, on business days between the 

hours of 10 a.m. and 3 p.m., located at 

100 F Street, NE., Washington, DC 

20549. 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–ISE–2009–08 and should be 

submitted on or before March 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4962 Filed 3–9–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59485; File No. SR– 

Nasdaq–2009–016] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by The 

NASDAQ Stock Market LLC To 

Eliminate the $3 Price Requirement for 

Continued Approval for an Underlying 

Security and Listing Additional Series 

of Options 

March 2, 2009. 

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 

27, 2009, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or ‘‘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 Exchange. Nasdaq 

has designated the proposed rule change 

as constituting a non-controversial rule 

change under Rule 19b–4(f)(6) under the 

Act,3 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes for NOM to modify 

Chapter IV, Section 4 (Securities Traded 

on NOM) of its options rules to 

eliminate the $3 market price per share 

requirement for continued approval for 

an underlying security. Nasdaq also 

proposes to modify Section 4 by 

eliminating the prohibition against 

listing additional series of options on an 

underlying security at any time when 

the price per share of such underlying 

security is less than $3. 

The text of the proposed rule change 

is available from Nasdaq’s website at 

http://nasdaq.cchwallstreet.com, at 

Nasdaq’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, 

Nasdaq 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. Nasdaq 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 purpose of this proposed rule 

change is to eliminate the $3 market 

price per share requirement for 

continued approval for an underlying 

security from Chapter IV, Section 4 of 

NOM options rules. This proposed rule 

change also eliminates the prohibition 

against listing additional series or 

options on an underlying security at any 

time when the price per share of such 

underlying security is less than $3. 

NOM’s rules require that the market 

price for a security be at least $3 on the 

previous trading day for the continued 

listing of options on that underlying 

security. If the price of an underlying 

security falls below $3, Nasdaq can 

continue to trade then-listed series on 

that underlying security, but is unable 

to list new series of options. Nasdaq 

believes that the current $3 market price 

per share requirement could have a 

negative effect on investors. For 

example, in the current volatile market 

environment in which the market price 

for a large number of securities has 

fallen below $3, Nasdaq is currently 

unable to list new series on underlying 

securities trading below $3. If there is 

market demand for series below $3, 

Nasdaq would be unable to 

accommodate such requests and 

investors would be unable to hedge 

their positions with options series with 

strikes below $3. 

Nasdaq believes that the $3 market 

price per share requirement is no longer 

necessary or appropriate, and therefore 

proposes that underlying securities 

meeting the remaining continued listing 

criteria set forth in Chapter IV, Section 

4 will be eligible for continued listing 

and the listing of additional options 

series. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,4 in 

general and with Section 6(b)(5) of the 

Act,5 in particular, in that it is designed 

to prevent fraudulent and manipulative 

acts and practices, remove impediments