29374 Federal Register / Vol. 75, No. 100 / Tuesday, May 25, 2010 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78s(b)(3)(A)(iii). 

3 17 CFR 240.19b–4(f)(4). 

4The Commission has modified the text of the 

summaries prepared by DTC. 

5 Generally, this information is distributed 

through the Participant Tender Offer Program 

Function (‘‘PTOP’’) or the Reorganization Inquiry for 

Participants (‘‘RIPS’’) function of the Participant 

Terminal System (‘‘PTS’’). 

6The proposed changes to DTC’s Procedures can 

be found in Exhibit 5 to proposed rule change SR– 

DTC–2010–08 at http://www.dtcc.com/downloads/ 

legal/rule_filings/2010/dtc/2010-08.pdf. 

7 15 U.S.C. 78q–1. 

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

9 17 CFR 240.19b–4(f)(4). 

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 

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

also will be available for Web site 

viewing and copying at the principal 

office of Nasdaq. 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 

publicly available. All submissions 

should refer to File Number SR– 

NASDAQ–2010–052 and should be 

submitted on or before June 15, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–12495 Filed 5–24–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62119; File No. SR–DTC– 

2010–08] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Revise Its 

Procedures Regarding the Participant 

Tender Offer Program Function 

May 18, 2010. 

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

Securities Exchange Act of 1934 

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

April 29, 2010, The Depository Trust 

Company (‘‘DTC’’) 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 primarily by DTC. DTC filed 

the proposal pursuant to Section 

19(b)(3)(A)(iii) of the Act 2 and Rule 

19b–4(f)(4) 3 thereunder so that the 

proposal was 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 

The purpose of the proposed rule 

change is to revise DTC’s Procedures 

regarding the Participant Tender Offer 

Program function. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC has prepared 

summaries, set forth in sections (A), (B) 

and (C) below, of the most significant 

aspects of such statements.4

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

DTC distributes information to 

Participants regarding the 

reorganization activity that it handles.5

Upon receiving notice of such 

reorganization activity, Participants may 

use DTC’s Participant Tender Offer 

Program (‘‘PTOP’’) function to elect 

participation in the reorganization event 

and to place related instructions for 

DTC to process. Current examples of 

reorganization activity managed through 

the PTOP function include the 

processing of voluntary corporate 

actions, tenders and exchanges, cash 

conversions, and mandatory event 

processing of mergers with elections. 

In an effort to promote the use of a 

streamlined and efficient process for 

making elections regarding corporate 

action events, DTC proposes updating 

its Procedures to reflect that Participants 

may use the PTOP function to facilitate 

the processing of corporate action 

events that DTC deems appropriate.6

Because of the large number of 

corporate action events in which 

Participants may make elections, DTC 

believes the ability to process such 

events through the PTOP function 

would provide Participants with the 

efficiency benefits that result from 

automation. For instance, Participants 

could identify appropriate tax treatment 

prior to allocation which would help 

decrease alternative reliance on the 

reclaim process. DTC believes this 

proposal would also offer greater 

automation and efficiency to consent 

solicitation collection, which is 

currently a manual and paper-driven 

process. 

DTC believes the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 7

and the rules and regulations 

thereunder applicable to DTC because 

the proposed rule change promotes 

efficiencies in the clearance and 

settlement of securities transactions by 

revising DTC’s Procedures to promote 

use of the PTOP function for elections 

in corporate action events. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change will have any 

impact or impose any burden on 

competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments relating to the 

proposed rule change have not yet been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

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)(iii) of the Act 8 and Rule 

19b–4(f)(4) 9 thereunder because the 

proposed rule change effects a change in 

an existing service of a registered 

clearing agency that: (i) Does not 

adversely affect the safeguarding of 

securities or funds in the custody or 

control of the clearing agency or for 

which it is responsible and (ii) does not 

significantly affect the respective rights 

or obligations of the clearing agency or 

persons using the service. At any time 

within sixty days of the filing of such 

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 


srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 75, No. 100 / Tuesday, May 25, 2010 / Notices 29375 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(1). 

4The term ‘‘Restructuring Transaction’’ is defined 

in proposed CBOE Rule 1.1(hhh) in the proposed 

rule change to effectuate the demutualization of 

CBOE (the ‘‘CBOE Demutualization Filing’’) as ‘‘the 

restructuring of the Exchange from a non-stock 

corporation to a stock corporation and whollyowned subsidiary of CBOE Holdings, Inc.’’ The 

Commission has noticed the CBOE Demutualization 

Filing for comment, and has not received any 

comments on it. See Exchange Act Release No. 

58425 (Aug. 26, 2008), 73 FR 51652 (Sept. 4, 2008) 

(File No. SR–CBOE–2008–88). 

5The CBOE Demutualization Filing also includes 

the proposed Certificate of Incorporation and 

Bylaws of CBOE Holdings, as well as the proposed 

Certificate of Incorporation of CBOE, the proposed 

Bylaws of CBOE, the proposed amendments to the 

Rules of CBOE, and the proposed Voting Agreement 

between CBOE Holdings and CBOE. C2 notes that 

this rule filing includes and contains descriptions 

of the most recent versions of the proposed 

Certificate of Incorporation and Bylaws of CBOE 

Holdings. 

6C2 was recently registered as a national 

securities exchange under Section 6 of the 

Exchange Act. See Exchange Act Release No. 61152 

(Dec. 10, 2009), 74 FR 66699 (Dec. 16, 2009). When 

operational, C2 will operate an all-electronic 

marketplace for the trading of listed options. It will 

not maintain a physical trading floor. 

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 

• Electronic comments may be 

submitted by using 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–DTC–2010–04 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–DTC–2010–08. 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 Web site viewing and 

printing in the Commission’s Public 

Reference Section, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

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

also will be available for inspection and 

copying at the principal office of DTC 

and on DTC’s Web site at http:// 

www.dtcc.com/downloads/legal/ 

rule_filings/2010/dtc/2010-08.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–DTC–2010–08 and should be 

submitted on or before June 15, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–12508 Filed 5–24–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62118; File No. SR–C2– 

2010–002] 

Self-Regulatory Organizations; C2 

Options Exchange, Incorporated; 

Notice of Filing of a Proposed Rule 

Change Relating to Corporate 

Structure 

May 18, 2010. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’ or ‘‘Exchange Act’’),1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on May 14, 2010, C2 Options 

Exchange, Incorporated (‘‘C2’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’ or 

‘‘SEC’’) the proposed rule change as 

described in Items I, II, and III below, 

which Items have been prepared by C2. 

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 

C2, a wholly-owned subsidiary of 

Chicago Board Options Exchange, 

Incorporated (‘‘CBOE’’), is filing this 

proposed rule change with the 

Commission under Section 19(b)(1) of 

the Act in connection with the plan of 

CBOE to restructure from a Delaware 

non-stock corporation to a Delaware 

stock corporation that will be a whollyowned subsidiary of CBOE Holdings, 

Inc. (‘‘CBOE Holdings’’), a holding 

company organized as a Delaware stock 

corporation.3 As a result of this 

Restructuring Transaction, C2 will 

become a wholly-owned subsidiary 

CBOE Holdings.4

The text of the proposed Certificate of 

Incorporation of CBOE Holdings, the 

proposed Bylaws of CBOE Holdings, the 

proposed amendments to C2’s 

Certificate of Incorporation, the 

proposed amendments to C2’s Bylaws, 

the proposed amendments to C2’s Rules, 

and the proposed Voting Agreement 

between CBOE Holdings and C2 are 

available on C2’s Web site (http:// 

www.cboe.org/Legal), on the 

Commission’s Web site at http:// 

www.sec.gov, at C2’s Office of the 

Secretary, and at the Commission’s 

Public Reference Room.5

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, C2 

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. C2 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

(1) The Restructuring Transaction 

C2 is filing this proposed rule change 

in connection with the plan of its parent 

company CBOE to restructure from a 

Delaware non-stock corporation owned 

by its members to a Delaware stock 

corporation that will be a wholly-owned 

subsidiary of CBOE Holdings, a holding 

company organized as a Delaware stock 

corporation.6 After the Restructuring 

Transaction, the owners of membership 


srobinson on DSKHWCL6B1PROD with NOTICES