Federal Register / Vol. 74, No. 74 / Monday, April 20, 2009 / Notices 18017 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59492 

(March 3, 2009), 74 FR 10322 (‘‘Notice’’). 

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 ISE Holdings of an ownership 

interest in Direct Edge). 

5See Third Amended and Restated DE Operating 

Agreement, Section 15.2. 

6Currently, the ISE Stock Exchange Consortium 

Members are DB US Financial Markets Holding 

Corporation, LabMorgan Corporation, Merrill Lynch 

L.P. Holdings, Inc., Nomura Securities 

International, Inc., and Sun Partners LLC. See 

Notice, supra note 3. The ISE Stock Exchange 

Consortium Members formerly were minority 

unitholders of the ISE Stock Exchange, LLC. See id. 

Currently, the ISE Stock Exchange Consortium 

Members have a collective ownership interest of 

8.76% in Direct Edge. 

7 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

8 15 U.S.C. 78f(b)(1). 

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

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(12). 

OCC’s Web site at http:// 

www.optionsclearing.com/publications/ 

rules/proposed_changes/sr_occ_

09_07.pdf. 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–OCC– 

2009–07 and should be submitted on or 

before May 11, 2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8964 Filed 4–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59756; File No. SR–ISE– 

2009–08] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Order Granting Approval of 

Proposed Rule Change Relating to 

Changes to the Third Amended and 

Restated Limited Liability Company 

Operating Agreement of Direct Edge 

Holdings LLC 

April 13, 2009. 

I. Introduction 

On February 27, 2009, the 

International Securities Exchange, LLC 

(the ‘‘Exchange’’ or ‘‘ISE’’), filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 this proposed rule 

change. On March 3, 2009, the Exchange 

filed Amendment No. 1 to the proposed 

rule change. The proposed rule change, 

as modified by Amendment No. 1, was 

published for comment in the Federal 

Register on March 10, 2009.3 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change, as modified by 

Amendment No. 1. 

II. Description 

Maple Merger Sub, LLC (‘‘Merger 

Sub’’), a wholly-owned subsidiary of 

Direct Edge Holdings, LLC (‘‘Direct 

Edge’’), currently owns and operates a 

marketplace for the trading of U.S. cash 

equity securities by Equity Electronic 

Access Members of ISE under the rules 

of ISE, as a facility, as that term is 

defined in Section 3(a)(2) of the Act, of 

ISE (the ‘‘Equity Facility’’).4 As a facility 

of ISE, the Equity Facility is subject to 

regulation by ISE and oversight by the 

Commission. In addition, because Direct 

Edge is the sole owner of the entity that 

operates the Equity Facility, ISE must 

review any amendments to Direct Edge’s 

governing documents, including the 

Third Amended and Restated Limited 

Liability Company Operating Agreement 

of Direct Edge Holdings LLC (‘‘Third 

Amended and Restated DE Operating 

Agreement’’), to determine whether it 

must be filed with, or filed with and 

approved by, the Commission before it 

may become effective under Section 19 

of the Act.5 Accordingly, ISE reviewed 

the proposed changes to the Third 

Amended and Restated DE Operating 

Agreement and determined that such 

changes were required to be filed with 

and approved by the Commission, 

consistent with the requirements in 

Section 15.2 of the Third Amended and 

Restated DE Operating Agreement. 

ISE, on behalf of Direct Edge, 

proposes to amend and restate the Third 

Amended and Restated DE Operating 

Agreement to decrease from 7.5% to 5% 

the percentage ownership interest in 

Direct Edge that the ISE Stock Exchange 

Consortium Members 6 must retain in 

order to retain the right to designate a 

Manager to the Direct Edge Holdings 

Board of Managers. ISE also proposes 

that if any ISE Stock Exchange 

Consortium Member elects to sell its 

ownership interest in Direct Edge, it 

must first offer to sell such interest to 

the non-selling ISE Stock Exchange 

Consortium Members to allow such 

non-selling ISE Stock Exchange 

Consortium Members to collectively 

maintain their current percentage 

ownership interest. In addition, ISE 

proposes to make other non-substantive 

clean-up changes necessary to reflect 

that the Third Amended and Restated 

DE Operating Agreement, as amended, 

will become the Fourth Amended and 

Restated Limited Liability Company 

Operating Agreement of Direct Edge 

Holdings, LLC. 

III. Commission’s Findings and Order 

Granting Approval of the Proposed 

Rule Change 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.7 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(1) of the Act,8 which requires, 

among other things, that a national 

securities exchange be so organized and 

have the capacity to carry out the 

purposes of the Act, and the rules and 

regulation thereunder, and Section 

6(b)(5) of the Act 9 in that it is designed 

to promote just and equitable principles 

of trade, to prevent fraudulent and 

manipulative acts, and, in general, to 

protect investors and the public interest. 

The Commission believes that the 

proposed changes to the Third 

Amended and Restated DE Operating 

Agreement should not adversely affect 

the ability of ISE and the Commission 

to fulfill their respective regulatory 

obligations under the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,10 that the 

proposed rule change, as amended (SR– 

ISE–2009–08) be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–8962 Filed 4–17–09; 8:45 am] 

BILLING CODE 8010–01–P 


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