Federal Register / Vol. 80, No. 1 / Friday, January 2, 2015 / Notices 85 

19 17 CFR 240.19b–4(f)(6)(iii). 

20For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3NSX Holdings was incorporated in the State of 

Delaware on August 19, 2014. 

4The original Certificate of Incorporation for NSX 

Holdings was amended on October 2, 2014 to 

amend the total number of shares of common stock 

that NSX Holdings was authorized to issue from 

10,000 shares to 100,000 shares with a par value of 

$0.01. 

5The original Certificate of Incorporation for NSX 

was filed with the Delaware Secretary of State on 

December 12, 2005 and was restated on June 29, 

2006. It was subsequently restated and amended in 

December 2011 in connection with the acquisition 

of the Exchange by CBSX. 

to Rule 19b–4(f)(6)(iii),19 the 

Commission may 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 so that the proposal may 

become operative before the pilot’s 

expiration. The Exchange states that an 

immediate operative date is necessary in 

order to immediately implement the 

proposed rule change so that member 

organizations could continue to benefit 

from the pilot program without 

interruption after December 31, 2014. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Specifically, the Commission believes 

that the proposal would allow the pilot 

to continue uninterrupted, thereby 

avoiding any potential investor 

confusion that could result from the 

temporary interruption in the pilot 

program. For this reason, the 

Commission designates the proposed 

rule change to be operative on December 

31, 2014.20

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. 

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– 

NYSEMKT–2014–110 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–2014–110. 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– 

NYSEMKT–2014–110 and should be 

submitted on or before January 23, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30706 Filed 12–31–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73944; File No. SR–NSX– 

2014–017] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing of Proposed Rule Change in 

Connection With a Proposed 

Transaction in Which National Stock 

Exchange Holdings, Inc. Will Acquire 

Ownership of the Exchange From the 

CBOE Stock Exchange, LLC 

December 24, 2014. 

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

Securities Exchange Act of 1934 (the 

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

19b–4 thereunder,2 notice is hereby 

given that, on December 16, 2014, 

National Stock Exchange, Inc. (‘‘NSX®’’ 

or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or the ‘‘Commission’’) the 

proposed rule change, as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comment 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 Exchange has filed proposed rule 

changes in connection with a proposed 

transaction (the ‘‘Transaction’’) whereby 

National Stock Exchange Holdings, Inc. 

(‘‘NSX Holdings’’), a corporation 

organized under the laws of the State of 

Delaware,3 will purchase all of the 

outstanding shares of NSX from the 

CBOE Stock Exchange, LLC (‘‘CBSX’’). 

Pursuant to the Transaction, the 

Exchange will become a wholly-owned 

subsidiary of NSX Holdings. In 

addition, the Exchange is proposing 

that, in connection with the 

Transaction, the Commission approve 

certain amendments in the 

organizational documents of NSX. 

To effectuate the transaction, the 

Exchange seeks to obtain the 

Commission’s approval of: The 

proposed Second Amended and 

Restated Certificate of Incorporation of 

NSX Holdings; 4 the proposed By-laws 

of NSX Holdings; proposed 

amendments to the Exchange’s current 

Amended and Restated Certificate of 

Incorporation; 5 and Exchange’s Second 

Amended By-laws. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nsx.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 


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6The acquisition of NSX by CBSX was approved 

by the Commission in December 2011. See 

Exchange Act Release No. 66071 (December 29, 

2011), 77 FR 521 (January 5, 2012) (SR–NSX–2011– 

14 and SR–CBOE–2011–107). 7CBSX is partially owned by the Chicago Board 

Options Exchange, Incorporated (‘‘CBOE’’) and 

operated as a facility of CBOE. Pursuant to a rule 

amendment filed with the Commission, CBSX 

ceased trading operations as of the close of business 

on April 30, 2014. See Exchange Act Release No. 

71880 (April 4, 2014), 79 FR 19950 (April 10, 2014) 

(SR–CBOE–2014–036). 

8Conditions precedent to Closing are formal 

requirements set forth in the SPA that must be 

satisfied or waived on or prior to the Closing date. 

These conditions include the completion of all 

required filings with or notices to, and all 

approvals, authorizations and actions by, the SEC, 

the Financial Industry Regulatory Authority, the 

Secretary of State of the State of Delaware and other 

applicable governmental entities and regulatory 

bodies necessary to effect the completion of the 

Transaction; compliance by each party with 

specified representations, warranties and 

covenants, and receipt of necessary approvals by 

each party. 

9 15 U.S.C. 78f. 

10 15 U.S.C. 78c(a)(26). 11Pursuant to a rule filing with the Commission, 

the Exchange ceased trading operations as of the 

close of business on May 30, 2014. See Exchange 

Act Release No. 72107 (May 6, 2014), 79 FR 27017 

(May 12, 2014) (SR–NSX–2014–14). NSX Rules 

continue to remain in full force and effect through 

and after May 30, 2014. The rule filing stated that 

the Exchange shall file a proposed rule change 

pursuant to Rule 19b-4 of the Exchange Act prior 

to any resumption of trading on the Exchange 

pursuant to Chapter XI (Trading Rules) of the NSX 

Rules. 

12 Id. The Exchange will also continue to adhere 

to the Undertakings in the Commission’s 2005 

Order Instituting Administrative and Cease-andDesist Proceedings Pursuant to Sections 19(h) and 

21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing Sanctions, including those 

Undertakings related to a Regulatory Oversight 

Committee and the separation of the regulatory 

functions from the commercial interests of NSX. 

See Securities Exchange Act Release No. 51714 

(May 19, 2005). 

13 15 U.S.C. 78c(a)(2). 14 15 U.S.C. 78q(d)(1). 

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 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Proposed Transaction 

Since December 2011, NSX has been 

wholly owned by CBSX.6 CBSX is the 

record and beneficial owner of 100 

shares of NSX, par value $.01 per share, 

which represents all of the issued and 

outstanding shares of capital stock of 

NSX. Pursuant to the terms of a Stock 

Purchase Agreement dated September 8, 

2014 (the ‘‘SPA’’) by and among CBSX, 

NSX Holdings and NSX, NSX Holdings 

has agreed to acquire all of the 

outstanding capital stock of NSX upon 

the closing of the Transaction (the 

‘‘Closing’’) in return for cash 

consideration paid to CBSX.7 The SPA 

provides that the Closing will occur 

only after all required regulatory 

approvals have been obtained and all 

other conditions precedent to Closing 

have been satisfied or waived.8

Following the completion of the 

Transaction, NSX will remain a 

Delaware for-profit stock corporation, 

with authority to issue 1,000 shares of 

common stock. At all times, all of the 

outstanding stock of NSX shall be 

owned by NSX Holdings. 

NSX will remain registered as a 

national securities exchange under 

Section 6 of the Act 9 and a selfregulatory organization (‘‘SRO’’) as 

defined in Section 3(a)(26) of the Act.10

The Exchange plans to reopen its 

marketplace for the trading of equity 

securities as soon as practicable after the 

Closing and plans to operate the 

Exchange pursuant to the rules of the 

Exchange currently in effect and using 

the Exchange’s existing trading system; 

however, the re-opening of the 

Exchange marketplace is subject to 

additional rule changes filed with the 

Commission and such rule changes 

being approved or becoming effective.11

NSX’s Rules, all of which remain in full 

force and effect as of the date of the 

instant rule filing, will continue to 

govern the activities of NSX up to and 

after the Closing, and NSX will continue 

to discharge its SRO responsibilities 

pursuant to NSX’s registration under 

Section 6 of the Act.12 NSX Holdings 

represents that, assuming 

consummation of the Transaction, it 

will at all times ensure that the 

Exchange has access to financial 

resources sufficient for it to discharge its 

SRO responsibilities after the date of 

Closing. 

Currently, NSX has one affiliated 

entity, NSX Securities LLC (‘‘NSX 

Securities’’). Pursuant to Exchange Rule 

2.11(a), NSX Securities provides the 

outbound routing of orders from the 

Exchange to other trading centers. NSX 

Securities operates as a facility (as 

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

Exchange Act) 13 of NSX. An SRO 

unaffiliated with the Exchange carries 

out oversight and enforcement 

responsibilities as the designated 

examining authority designated by the 

Commission pursuant to Section 17d–1 

of the Act 14 with the responsibility for 

examining NSX Securities for 

compliance with the applicable 

financial responsibility rules. As 

provided in Exchange Rule 2.11(a)(3), 

an ETP Holder’s use of NSX Securities 

to route orders to another trading center 

will be optional; any ETP Holder that 

does not want to use NSX Securities 

may use other routers to route orders to 

other trading centers. 

Further as provided in Exchange Rule 

2.11(b), the books, records, premises, 

officers, agents, directors and employees 

of NSX Securities as a facility of the 

Exchange are deemed to be those of the 

Exchange for purposes of, and oversight 

pursuant to the Exchange Act, and the 

books and records of NSX securities as 

a facility of the Exchange are at all times 

subject to inspection and copying by the 

Exchange and by the Commission. 

The Exchange states that, upon the 

Closing of the Transaction, all of the 

provisions of Rule 2.11 governing the 

operation of NSX Securities will remain 

in full force and effect, and the sole 

change impacting NSX Securities will 

be the change of ownership of the 

Exchange as the NSX Securities’ sole 

affiliate. The Exchange, on behalf of 

NSX Securities, will provide notice to, 

and obtain any required consents from, 

FINRA for the NSX change of 

ownership. 

NSX has submitted to the 

Commission for its approval (i) a 

proposed Second Amended and 

Restated Certificate of Incorporation for 

NSX Holdings (the ‘‘NSX Holdings A&R 

Certificate’’); (ii) proposed By-laws of 

NSX Holdings (the ‘‘NSX Holdings Bylaws’’); (iii) the proposed Second 

Amended and Restated Certificate of 

Incorporation of NSX (the ‘‘NSX A&R 

Certificate’’); and (iv) the proposed 

Third Amended and Restated NSX Bylaws (the ‘‘NSX A&R By-laws’’), which 

are proposed to be adopted or amended 

as described below. 

The NSX Holdings A&R Certificate and 

NSX Holdings By-Laws 

The instant filing seeks Commission 

approval for the NSX Holdings A&R 

Certificate and for the NSX Holdings Bylaws. The key provisions of these 

organizational documents impacting the 

governance of NSX Holdings and its 

status as the holding company of NSX 

are described below. 

First, as proposed, the total number of 

shares which the NSX Holdings is 

authorized to issue is 100,000 shares of 

common stock with a par value of $0.01. 

The NSX Holdings A&R Certificate 

carries forward the authorized share 

amount contained in the October 2, 

2014, amendment to the Certificate of 


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15NSX Holdings A&R Certificate, Article Fourth. 

16Pursuant to Rule 6a–2 under the Act, the 

Exchange will, within 10 days after the Closing, 

amend its Form 1 (APPLICATION FOR, AND 

AMENDMENTS TO APPLICATION FOR, 

REGISTRATION AS A NATIONAL SECURITIES 

EXCHANGE OR EXEMPTION FROM 

REGISTRATION PURSUANT TO SECTION 5 OF 

THE EXCHANGE ACT) filed with the Commission. 

Exhibit K of Form 1, which is applicable only to 

‘‘. . . exchanges that have one or more owners, 

shareholders, or partners that are not also members 

of the exchange. . . .’’, requires the Exchange to 

provide a list of each shareholder that directly owns 

5% or more of a class of a voting security of the 

Exchange. As noted above, the Exchange proposes 

that 100% of the issued and outstanding shares of 

NSX will be directly owned by NSX Holdings. 

17The remaining eight individual shareholders of 

NSX Holdings own shares in amounts ranging from 

approximately 0.063% to 1.269%. One or more of 

these individuals may become an employee of NSX 

upon the completion of the Transaction. 

18The Certificate of Formation for Thor was filed 

with the Secretary of State of Delaware on July 23, 

2014. 

19The Certificate of Formation for TIP–1 was filed 

with the Secretary of State of Delaware on July 23, 

2014. 

20Currently, approximately 15% of the 

ownership interest in Thor remains unassigned and 

may be distributed to other individuals at the 

discretion of the Managing Member. This 

approximate 15% unassigned interest represents 

less than 5% of the total outstanding shares of NSX 

Holdings. 

21The term ‘‘Person’’ as used in the NSX 

Holdings A&R Certificate means a natural person, 

partnership (general or limited), corporation, 

limited liability company, trust or unincorporated 

organization, or a governmental entity or political 

subdivision thereof. See NSX Holdings A&R 

Certificate, Article Fourth, Section B. 

22The term ‘‘Related Person’’ means: (1) With 

respect to any Person, any executive officer (as such 

term is defined in Rule 3b–7 under the Exchange 

Act) director, general partner, manager or managing 

member, as applicable, and all ‘‘affiliates’’ and 

‘‘associates’’ of such Person (as those terms are 

defined in Rule 12b–2 under the Exchange Act), 

and other Person(s) whose beneficial ownership of 

shares of stock of the Corporation with the power 

to vote on any matter would be aggregated with 

such first Person’s beneficial ownership of such 

stock or deemed to be beneficially owned by such 

first Person pursuant to Rules 13d–3 and 13d–5 

under the Exchange Act; and (2) in the case of any 

Person constituting a member (as that term is 

defined in Section 3(a)(3)(A) of the Exchange Act) 

of NSX (defined in NSX Rule 1.5E(1) as a Holder 

of an Equity Trading Permit) for so long as NSX 

remains a registered national securities exchange, 

such Person and any broker or dealer with which 

such Person is associated; and any other Person(s) 

with which such Person has any agreement, 

arrangement or understanding (whether or not in 

writing) to act together for the purpose of acquiring, 

voting, holding or disposing of shares of the stock 

of NSX Holdings; and in the case of a Person that 

is a natural person, any relative or spouse of such 

Person, or any relative of such spouse, who has the 

same home as such Person or who is a director or 

officer of NSX Holdings or any of its parents or 

subsidiaries. Id. 

23See NSX Holdings A&R Certificate, Article 

Fourth, Section C(i). 

24The Exchange notes that, in connection with a 

prior restructuring of a national securities exchange, 

the Commission approved a period of time for the 

reduction of share ownership concentrations by 

certain individuals. See Exchange Act Release No. 

45803 (April 23, 2002), 67 FR 21306 (April 30, 

2002) (SR–ISE–2002–01). 

Incorporation for NSX Holdings.15 At 

present, NSX Holdings plans to issue 

10,000 shares of common stock. 

NSX Holdings Ownership and Voting 

Ownership of NSX Holdings as the 

new holding company of NSX will be 

divided among two categories of 

shareholders. The largest category is 

comprised of 12 individual investors 

who, in the aggregate, own 

approximately 64% of the outstanding 

shares of NSX Holdings.16 At Closing, 

one individual investor may own in the 

aggregate more than 40% of the 

outstanding shares of NSX Holdings. 

Four of these 12 individual investors in 

NSX Holdings, owning in the aggregate 

approximately 60% of the outstanding 

shares, are securities industry and 

technology professionals with extensive 

experience, including senior executive 

managerial experience, in areas 

including capital markets and 

investment management, exchange 

operations, electronic trading, and 

systems architecture and 

development.17 The Exchange 

anticipates that these four individuals 

will assume senior executive roles in 

the Exchange’s management upon the 

completion of the Transaction. 

The second category of shareholders 

of NSX Holdings consists of two 

affiliated entities: Thor Investment 

Holdings LLC (‘‘Thor’’) 18 and TIP–1 

LLC (‘‘TIP–1’’),19 each a Delaware 

limited liability company. Thor will 

own approximately 16% of the 

outstanding equity of NSX Holdings, 

and TIP–1 will own approximately 20% 

of the outstanding equity of NSX 

Holdings. Thor will also have an 

ownership interest in TIP–1 and will act 

as its managing member. In turn, Thor’s 

management will be vested exclusively 

in a managing member, Thor Managing 

Member LLC (‘‘Thor MM’’). Thor MM 

will have no ownership interest in 

either Thor or TIP–1. There are three 

individual members of Thor MM, all of 

whom are also members of Thor. 

Currently, nine individuals are members 

of Thor. It is anticipated that there will 

be six members of TIP–1, including 

Thor. Each such member thereby has an 

ownership interest in the respective 

entities’ share of the outstanding equity 

of NSX Holdings.20

The Exchange notes that there is no 

commonality or overlap between the 12 

individual investors owning 

approximately 64% of the outstanding 

shares of NSX Holdings and the 

individual members of Thor and TIP–1 

which own the remaining 

approximately 36% of the outstanding 

equity of NSX Holdings. No individual 

has an ownership interest in both Thor 

and TIP–1. None of the individual 

members of Thor or TIP–1 will become 

an employee of NSX, and none of these 

individuals will have any role in the 

day-to-day management or operation of 

the Exchange. 

With respect to voting rights, Thor 

will have the power to exercise TIP–1’s 

voting rights in NSX Holdings, such that 

Thor will have the ability to exercise an 

approximate 36% voting interest of NSX 

Holdings. The Exchange notes, however, 

that because of the voting limitations in 

the NSX Holdings A&R Certificate 

described below, Thor will not be able 

to exercise its voting interest in excess 

of the 20% voting limitation. 

The NSX Holdings A&R Certificate 

provides for limitations on the 

ownership and voting of shares of NSX 

Holdings. Subject to certain exceptions, 

no Person,21 either alone or with its 

Related Persons,22 shall be permitted at 

any time to own beneficially shares of 

stock of NSX Holdings representing in 

the aggregate more than 40% of the then 

outstanding votes entitled to be cast on 

any matter (the ‘‘Concentration 

Limitation’’).23 As proposed, any Person 

(either alone or with their Related 

Persons) who is in excess of the 

Concentration Limitation as of the filing 

date of the NSX Holdings A&R 

Certificate will have an exemption, not 

to extend past May 19, 2015, from the 

Concentration Limitation. The Exchange 

believes that permitting an exemption 

for this period is a reasonable and 

measured approach that balances the 

capital contributions made by 

shareholders at the time of the 

acquisition of NSX by NSX Holdings 

with the post-acquisition governance 

goal of reducing share ownership 

concentrations.24

The Concentration Limitation applies 

unless and until: (i) A Person (either 

alone or with its Related Persons) 

intending to acquire such ownership 

shall have delivered to the Board of 

Directors of NSX Holdings (the 

‘‘Holdings Board’’) a notice in writing, 

not less than 45 days (or such shorter 

period as the Holdings Board shall 

expressly consent to) prior to the 

acquisition of any shares that would 

cause such Person (either alone or with 

its Related Persons) to exceed the 

Concentration Limitation, of its 

intention to acquire such ownership; (ii) 

the Holdings Board shall have resolved 

to expressly permit such ownership; 

and (iii) such resolution shall have been 

filed with the Commission under 

Section 19(b) of the Exchange Act and 


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25See NSX Holdings A&R Certificate, Article 

Fourth, Section C(i)(a). 

26 15 U.S.C. 78c(a)(39). 

27See NSX Holdings A&R Certificate, Article 

Fourth, Section C(i)(b). 

28See NSX Holdings A&R Certificate, Article 

Fourth, Section C(i)(c). 

29NSX Rule 1.5E.(1) defines the term ‘‘ETP’’ as 

an Equity Trading Permit issued by the Exchange 

for effecting approved securities transactions on the 

Exchange’s trading facilities. An ETP may be issued 

to a sole proprietor, partnership, corporation, 

limited liability company or other organization 

which is a registered broker dealer pursuant to 

Section 15 of the Exchange Act and which has been 

approved by the Exchange. 

30See NSX Holdings A&R Certificate, Article 

Fourth, Section C(ii). 

31 Id. 

32The NSX Holdings A&R Certificate, Article 

Fourth, Section B(i) prohibits ‘‘Nonvoting 

Agreements’’ by or among Persons and their Related 

Persons that would result in shares of stock that 

would be subject to such agreement not being voted 

on any matter, or the withholding of any proxy 

relating those shares, where the effect of such an 

agreement would be to enable any Person, either 

alone or with its Related Persons, to vote or cause 

the voting of shares of representing in the aggregate 

more than 20% of the then outstanding votes 

entitled to be cast (the ‘‘Nonvoting Agreement 

Prohibition’’). Any share owner seeking a waiver of 

the Nonvoting Agreement Prohibition so as to be 

able to enter into such an agreement would also be 

required to obtain express permission of the 

Holdings Board through a duly authorized written 

resolution that is filed with and approved by the 

Commission under Section 19(b) of the Exchange 

Act. 

33See NSX Holdings A&R Certificate, Article 

Fourth, Section B(ii). 

34The NSX Holdings A&R Certificate, Articles 

Twelfth through Sixteenth contains substantially 

the same provisions with respect to NSX Holdings’ 

obligations as the controlling entity for the 

Exchange as an SRO. 

shall have become effective 

thereunder.25

Article Fourth, Section C(i)(b) of the 

NSX Holdings A&R Certificate provides 

for additional safeguards that must be 

satisfied before the Holdings Board may 

adopt a resolution permitting share 

ownership in excess of the 

Concentration Limitation. Specifically, 

the provision states that, subject to its 

fiduciary obligations pursuant to the 

Delaware General Corporation Law, the 

Holdings Board shall not adopt any 

resolution permitting a Person to exceed 

the Concentration Limitation unless the 

Holdings Board first determines that 

such acquisition of beneficial ownership 

by such Person, either alone or with its 

Related Persons (i) will not impair any 

of NSX Holdings’ or NSX’s ability to 

discharge its responsibilities under the 

Exchange Act and the rules and 

regulations thereunder and is otherwise 

in the best interests of NSX Holdings 

and its stockholders; (ii) such 

acquisition of beneficial ownership by 

such Person, either alone or with its 

Related Persons, will not impair the 

Commission’s ability to enforce the 

Exchange Act; and (iii) neither such 

Person nor any of its Related Persons is 

subject to any statutory disqualification 

as defined in Section 3(a)(39) of the 

Exchange Act.26

The NSX Holdings A&R Certificate 

further provides that, in making such 

determinations, the Holdings Board may 

impose such conditions and restrictions 

on a Person and its Related Persons 

owning any shares of stock of NSX 

Holdings entitled to vote on any matter 

as it may in its sole discretion deem 

necessary, appropriate or desirable in 

furtherance of the objectives of the 

Exchange Act and the governance of 

NSX Holdings.27 Moreover, in the event 

that a Person, either alone or with its 

Related Persons, at any time owns 

beneficially shares of stock of NSX 

Holdings in excess of the Concentration 

Limitation without having first satisfied 

the requirement of providing timely 

written notice to the Holdings Board, 

and the Holdings Board expressly 

resolving to permit such ownership and 

filing the resolution with the 

Commission pursuant to Section 19(b) 

of the Exchange Act, NSX Holdings 

shall call from such Person and its 

Related Persons that number of shares of 

stock of NSX Holdings entitled to vote 

on any matter that exceeds the 

Concentration Limitation at a price 

equal to the par value of such shares of 

stock.28

The NSX Holdings A&R Certificate 

further provides for limitations on 

ownership of shares by ETP Holders of 

NSX.29 For so long as NSX remains a 

registered national securities exchange 

under Section 6 of the Exchange Act, no 

ETP Holder, either alone or with its 

Related Persons, shall be permitted at 

any time to own beneficially shares of 

stock of NSX Holdings representing in 

the aggregate more than 20% of the then 

outstanding votes of NSX Holdings 

stock entitled to be cast on any matter.30

If any ETP Holder, either alone or with 

its Related Persons, at any time owns 

beneficially shares of stock in excess of 

such 20% limitation, NSX Holdings 

shall call from such ETP Holder and its 

Related Persons that number of shares of 

stock of NSX Holdings entitled to vote 

on any matter that exceeds such 20% 

limitation a price equal to the par value 

of such shares of stock.31

With respect to voting limitations, 

Article Fourth, Section B(i) of the NSX 

Holdings A&R Certificate provides that, 

notwithstanding any other provisions of 

that document, no Person, either alone 

or with its Related Persons, as of any 

record date for the determination of 

stockholders entitled to vote on any 

matter, shall be entitled to vote or cause 

the voting of shares of stock of NSX 

Holdings, in person or by proxy or 

through any voting agreement or other 

arrangement, to the extent such shares 

represent in the aggregate more than 

20% of the then outstanding votes 

entitled to be cast on such matter (the 

‘‘Voting Limitation’’). If votes have been 

cast, in person or by proxy or through 

any voting agreement or other 

arrangement, by any Person, either 

alone or with its Related Persons, in 

excess of the Voting Limitation, NSX 

Holdings shall disregard such votes cast 

in excess of the Voting Limitation.32 The 

Voting Limitation shall apply unless 

and until a Person (and its related 

persons) owning any shares of stock of 

NSX Holdings entitled to vote on such 

matter shall have delivered to the 

Holdings Board a notice in writing, not 

less than 45 days (or such shorter period 

as the Holdings Board shall expressly 

consent to) prior to any vote, of its 

intention to cast more than 20% of the 

votes entitled to be cast on such matter 

or to enter into an agreement, plan or 

other arrangement that would violate 

the Nonvoting Agreement Prohibition, 

as applicable; the Holdings Board shall 

have resolved to expressly permit such 

exercise or the entering into of such 

agreement, plan or other arrangement, 

as applicable, and such resolution shall 

have been filed with the Commission 

under Section 19(b) Exchange Act and 

shall have become effective 

thereunder.33

Regulatory Jurisdiction; Regulatory 

Obligations of NSX Holdings, Its 

Officers and Directors 

The NSX Holdings A&R Certificate 

and the NSX Holdings By-laws contain 

explicit provisions governing the 

operation of NSX Holdings with respect 

to regulatory jurisdiction and the 

regulatory obligations of the company 

and its directors, officers and 

employees. 

Article VI of the NSX Holdings Bylaws, entitled ‘‘SRO Functions of NSX,’’ 

governs the conduct of NSX Holdings as 

the holding company for NSX with 

respect to NSX’s status and obligations 

as a registered national securities 

exchange and an SRO.34 Among the key 

provisions are requirements that, for so 

long as NSX Holdings shall, directly or 

indirectly, control NSX, the directors, 

officers, employees and agents of NSX 

Holdings shall: 

• Give due regard to the preservation 

of the independence of NSX’s SRO 

function and its obligations to investors 

and the general public and shall not 

take actions which would interfere with 

the effectuation of decisions by the NSX 


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35See NSX Holdings By-laws, Article VI, Section 

6.1, ‘‘Non-Interference.’’ 

36See NSX Holdings By-laws, Article VI, Section 

6.2, ‘‘Confidentiality of Information.’’ 

37See NSX Holdings By-laws, Article VI, Sections 

6.4 and 6.5, ‘‘Books and Records.’’ 

38See NSX Holdings A&R Certificate, Article 

Fourteenth. 

39See NSX Holdings A&R Certificate, Article 

Twelfth; NSX Holdings By-laws, Article VI, Section 

6. Additionally, as noted, no individual who is 

subject to any statutory disqualification as defined 

in Section 3(a)(39) of the Exchange Act may serve 

as a director or officer of NSX Holdings. 

40See NSX Holdings A&R Certificate, Article 

Fifteenth; NSX Holdings By-laws, Article VI, 

Section 6.6. 

41See NSX Holdings A&R Certificate, Articles 

Twelfth and Fifteenth; NSX Holdings By-laws, 

Article VI, Section 6.6. 

42See NSX Holdings By-laws, Article VI, Section 

6.8, ‘‘Consent To Application.’’ 

43See Paragraph Fourth of the NSX A&R 

Certificate, which states that: ‘‘[t]he total number of 

shares of stock which the [Exchange] shall have 

authority to issue is one thousand (1,000) shares of 

common stock having a par value of $.01 per share. 

At all times, all of the outstanding stock . . . shall 

be owned by National Stock Exchange Holdings, 

Inc. . . .’’ 

44Article I, Section 1.1 of the NSX A&R By-laws 

provides that ‘‘[t]he term ‘person’ shall mean a 

natural person, partnership, corporation, limited 

liability company, entity, government, or political 

subdivision, agency or instrumentality of a 

government.’’ 

Board relating to NSX’s regulatory 

function (including disciplinary 

matters) or which would interfere with 

the Exchange’s ability to carry out its 

responsibilities under the Exchange 

Act; 35

• to the fullest extent permitted by 

applicable law, maintain the 

confidentiality of all information that 

comes into their possession pertaining 

to the SRO function of the Exchange 

(including but not limited to 

disciplinary matters, trading data, 

trading practices and audit information) 

contained in the books and records of 

NSX; 36 and 

• maintain its books and records 

within the United States and subject at 

all times to inspection and copying by 

the SEC and by NSX to the extent 

related to the administration and 

operation of NSX.37

For so long as NSX remains a 

registered national securities exchange, 

the books, records, premises, officers, 

directors, employees and agents of NSX 

Holdings shall be deemed to be the 

books, records, premises, officers, 

directors, employees and agents of NSX 

for purposes of and subject to oversight 

pursuant to the Exchange Act.38 NSX 

Holdings and its officers, directors, 

employees and agents by virtue of their 

acceptance of such positions, shall be 

deemed to irrevocably submit to the 

jurisdiction of the United States federal 

courts, the Commission and NSX for the 

purposes of any suit, action or 

proceeding pursuant to the United 

States federal securities laws, and the 

rules or regulations thereunder, arising 

out of, or relating to, the activities of 

NSX, and by virtue of their acceptance 

of any such position, shall be deemed to 

waive, and agree not to assert by way of 

motion, as a defense or otherwise in any 

such suit, action or proceeding, any 

claims that it or they are not personally 

subject to the jurisdiction of the United 

States federal courts, the Commission or 

the Exchange, that the suit, action or 

proceeding is an inconvenient forum or 

that the venue of the suit, action or 

proceeding is improper, or that the 

subject matter of that suit, action or 

proceeding may not be enforced in or by 

such courts or agency. NSX Holdings 

and its officers, directors, employees 

and agents also agree that they will 

maintain an agent in the United States 

for the service of process of a claim 

arising out of, or relating to, the 

activities of the Exchange.39 NSX 

Holdings is required to comply with the 

federal securities laws, rules and 

regulations and to cooperate with the 

SEC and with NSX pursuant to and to 

the extent of their respective regulatory 

authority.40 The officers, directors, 

employees and agents of NSX Holdings, 

by virtue of their acceptance of such 

position, shall be deemed to agree to 

comply with the federal securities laws 

and the rules and regulations 

thereunder and to cooperate with the 

SEC and the Exchange in respect of the 

SEC’s oversight responsibilities 

regarding NSX and the self-regulatory 

functions and responsibilities of NSX. 

NSX Holdings will take reasonable steps 

necessary to cause its officers, directors, 

employees and agents to so cooperate.41

Further, NSX Holdings shall take 

reasonable steps necessary to cause its 

officers, directors, employees and 

agents, prior to accepting a position as 

an officer, director, employee or agent, 

as applicable, of NSX Holdings, to 

consent in writing to the applicability to 

them of the provisions of Article VI of 

the NSX Holdings By-laws, as 

applicable, with respect to their 

activities related to the Exchange.42

The Exchange submits that the NSX 

Holdings A&R Certificate and NSX 

Holdings By-laws establish an 

organizational framework that assures 

that the Commission and NSX will have 

regulatory jurisdiction and authority 

over NSX Holdings and its directors, 

officers, employees and agents, and will 

preserve the independence and 

effectiveness of the Exchange in 

discharging its self-regulatory 

responsibilities pursuant to the 

Exchange Act. The provisions of those 

documents do not impair the ability of 

NSX to carry out its functions and 

responsibilities as a national securities 

exchange under the Act and the rules 

and regulations promulgated 

thereunder, or the ability of the 

Commission to enforce the Act and the 

rules and regulations promulgated 

thereunder. NSX will continue to 

enforce the Exchange Act, the 

Commission’s rules thereunder, and the 

Exchange’s own rules, in the same 

manner as prior to the Transaction. The 

Commission will continue to have 

plenary regulatory authority over NSX, 

as is currently the case. 

Proposed Changes to NSX 

Organizational Documents in 

Connection With the Transaction 

The completion of the Transaction 

and the resulting change in ownership 

from CBSX to NSX Holdings will 

require certain amendments in the NSX 

A&R Certificate and the NSX A&R Bylaws. Under the Exchange’s proposed 

amendments in the NSX A&R 

Certificate, the provision that the 

Exchange shall at all times be wholly 

owned by CBSX will be removed and 

replaced by a provision requiring that 

the Exchange at all times be wholly 

owned by NSX Holdings.43

Under the proposed changes in the 

NSX A&R By-laws, because of the 

transfer of ownership of the Exchange 

from CBSX to NSX Holdings, references 

in the NSX A&R By-laws specific to 

CBSX are to be replaced, where 

applicable, with references to NSX 

Holdings. Specifically, Article III, 

Section 3.2(c) of the By-laws will be 

amended to eliminate any requirements 

relating to CBSX and will provide that 

no two or more directors of NSX may be 

partners, officers or directors of the 

same person 44 or be affiliated with the 

same person, unless such affiliation is 

with a national securities exchange or 

NSX Holdings. In addition, the 

Exchange proposes to amend Section 

10.1 in the NSX A&R By-laws 

(Management of the Exchange) to delete 

Paragraph (b), which requires that for so 

long as CBSX controls NSX, NSX shall 

promptly inform the CBSX board of 

directors, in writing, in the event that 

NSX has, or experiences, a deficiency 

related to its ability to carry out its 

obligations as a national securities 

exchange under the Act, including if 

NSX does not have or is not 

appropriately allocating such financial, 

technological, technical and personnel 

resources as may be necessary or 

appropriate for NSX to meet its 

obligations under the Act. Upon the 


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45See NSX A&R By-laws, Article III, Section 

3.2(a). This provision will remain unchanged. 

46See NSX A&R By-laws, Article III, Section 

3.2(b). 

47 15 U.S.C. 78f. 

48 15 U.S.C. 78f(b). 

49See NSX Holdings A&R Certificate, Articles 

Twelfth through Sixteenth; NSX Holdings A&R Bylaws, Article VI. 

completion of the Transaction, such 

requirements will no longer apply 

because CBSX will no longer ‘‘control’’ 

NSX and will, in fact, have no 

ownership interest in NSX. 

Section 10.2 of the NSX A&R By-laws 

replaces references to CBSX with 

references to NSX Holdings. The 

provision would provide that no 

members of the Holdings Board who are 

not also members of the NSX Board, or 

any officers, staff, counsel or advisors of 

NSX Holdings who are not also officers, 

staff, counsel or advisors of NSX (or any 

committees of NSX), shall be allowed to 

participate in any meetings of the NSX 

Board or any NSX committee pertaining 

to the self-regulatory function of NSX, 

including disciplinary matters. These 

amendments are intended to prevent 

any undue influence or any perception 

of undue influence over the Exchange’s 

self-regulatory functions by NSX 

Holdings. 

Finally, the Exchange is proposing in 

the NSX A&R By-laws certain clarifying 

amendments, and other non-substantive 

conforming amendments, that are 

consistent with the changes described 

above. Specifically, in Article I, the 

Exchange proposes to add a definition 

of ‘‘ETP Holder Representative’’ to mean 

a representative of any Exchange or NSX 

Board committee who is an officer, 

director, employee or agent of an ETP 

Holder. The term ‘‘ETP Holder 

representative’’ was used in Section 5.7 

but was not previously defined. The 

introduction of this defined term will 

add additional clarity and transparency 

to the NSX A&R By-laws. The 

formatting of the defined terms in 

Article I have been made uniform 

throughout. 

NSX Board of Directors 

The NSX A&R By-laws provide that 

the NSX Board shall consist of no fewer 

than seven or more than 25 directors.45

The NSX Board’s composition at all 

times shall include the Chief Executive 

Officer of the Exchange, at least 50% 

Non-Industry Directors (at least one of 

whom shall be an Independent Director) 

and such number of ETP Holder 

Directors as is necessary to comprise at 

least 20% of the NSX Board.46 The steps 

undertaken to transition membership in 

the NSX Board from the current 

directors to the post-Closing directors 

will conform to the requirements set 

forth in the NSX A&R By-laws. 

Vacancies in NSX Board Committees 

will be filled in accordance with Article 

V, Section 5.2, of the NSX A&R By-laws. 

2. Statutory Basis 

Section 6(b)(5) of the Act requires that 

the rules of a national securities 

exchange be designed to, among other 

things, promote just and equitable 

principles of trade, remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, protect investors and the public 

interest. 

The Exchange submits that the 

proposed Transaction, and the 

organizational documents of NSX 

Holdings and of NSX, as proposed to be 

adopted or amended as the case may be 

to effectuate the Transaction, are 

consistent with Section 6(b) of the 

Act,47 in general and Section 6(b)(5) in 

particular.48 The NSX Holdings A&R 

Certificate and the NSX Holdings Bylaws establish an organizational 

structure for NSX Holdings, as the 

holding company for NSX, that will 

assure that the Commission and NSX 

are able to fully discharge their 

respective obligations to effectively 

regulate the equity securities markets 

and NSX marketplace. Specifically, 

among other key provisions, NSX 

Holdings and its directors, officers, 

employees and agents, are subject to the 

exclusive jurisdiction of the U.S. federal 

courts, the SEC, and NSX. NSX 

Holdings is obligated to comply with 

the federal securities laws and the rules 

and regulations thereunder, as are its 

directors, officers and employees. The 

books, records, premises, directors, 

employees and agents of NSX Holdings 

are deemed to be those of NSX for 

purposes of and subject to oversight 

pursuant to the Exchange Act.49 These 

provisions operate to assure that the 

Exchange’s rules meet the statutory 

requirements of Section 6(b)(5) of the 

Act to promote just and equitable 

principles of trade and to protect 

investors and the public interest. 

Further, the Exchange submits that 

the instant rule proposal is designed to 

effectuate changes to the NSX’s 

ownership necessary to consummate the 

Transaction and provide for an efficient 

transition into a new organizational 

structure and a resumption of trading on 

the Exchange’s marketplace as soon as 

practicable after approval by the 

Commission of the Transaction and 

subject to additional rule changes filed 

with, or filed with and approved by, the 

Commission. To this extent, the 

Exchange submits that the rule changes 

are consistent with Section 6(b)(5) in 

that they are designed to remove 

impediments to and perfect the 

mechanism of a free and open market 

and national market system. 

The proposed amendments to NSX’s 

organizational documents are intended 

to align the Exchange’s governance and 

organizational structure with the 

proposed ownership by NSX Holdings. 

As a result of the discontinuation of 

CBSX’s ownership of the Exchange, the 

provisions relating to CBSX will be 

removed and replaced, where 

applicable, with references to NSX 

Holdings. The Exchange believes that 

the proposed ownership and corporate 

structure will allow for greater 

efficiencies that will operate to enhance 

the national market system and the 

governance and operation of the 

Exchange as an SRO. 

The Exchange submits that the 

Transaction and the accompanying rule 

changes proposed in this rule filing are 

consistent with Section 6(b)(5) in that 

they promote the protection of investors 

and the public interest. The Exchange 

submits that its proposal and the new 

ownership structure are consistent with 

the public interest in promoting 

efficient markets, reducing 

administrative burdens on exchanges, 

and providing flexibility where 

appropriate to the effective discharge of 

SRO responsibilities. The amendments 

are intended to provide market 

participants, investors and the public 

with a clear and transparent description 

of the proposed changes to the 

Exchange’s ownership and governance 

structure as reflected in governing 

corporate documents. 

The Exchange believes that the 

consummation of the Transaction and 

the subsequent re-opening of the 

Exchange’s marketplace for trading 

equity securities after all necessary rule 

changes have been filed with, or filed 

with and approved by, the Commission, 

will operate to enhance competition 

among the equity securities markets and 

provide new trading opportunities for 

market participants and the investing 

public. 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The rule 

change is being proposed in connection 

with the Transaction that will, upon 

completion, change the ownership 


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50 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

structure of the Exchange with the result 

that the ownership interest of CBSX will 

terminate and the Exchange will be a 

wholly-owned subsidiary of NSX 

Holdings. Upon completion of the 

Transaction, NSX will move 

expeditiously to obtain all necessary 

regulatory approvals and reopen trading 

on NSX. This will operate to enhance 

rather than burden competition by 

restoring the NSX as an operating 

national securities exchange to which 

investors may direct their order flow, 

thus providing a further competitive 

venue for the trading of equity securities 

and affording market participants and 

the investing public additional 

opportunities to execute orders. As 

such, the Exchange believes that there is 

no 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 or 

received written comments on the 

proposed rule change from market 

participants or others. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate 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 or disapprove 

the 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 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NSX–2014–017 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–NSX–2014–017. 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–NSX– 

2014–017 and should be submitted on 

or before January 23, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.50

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30703 Filed 12–31–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73939; File No. SR–EDGA– 

2014–34] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Rules 2.11, 

2.12, 11.11 and 11.14 To Replace 

References to ‘‘Direct Edge ECN LLC 

d/b/a DE Route’’ and ‘‘DE Route’’ With 

‘‘BATS Trading, Inc.’’ 

December 24, 2014. 

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 December 

22, 2014, EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) 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. 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 filed a proposed rule 

change to amend Rules 2.11, 2.12, 11.11 

and 11.14 to replace references to 

‘‘Direct Edge ECN LLC d/b/a DE Route’’ 

and ‘‘DE Route’’ with ‘‘BATS Trading, 

Inc.’’ (‘‘BATS Trading’’). The Exchange 

does not propose to amend the 

requirements of any of these rules. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.directedge.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 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 


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