Federal Register / Vol. 80, No. 1 / Friday, January 2, 2015 / Notices 83 

23 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 61308 

(January 7, 2010), 75 FR 2573 (January 15, 2010) 

(SR–NYSEAmex–2009–98) (establishing the NYSE 

Amex Equities SLP Pilot). See also Securities 

Exchange Act Release Nos. 61841 (April 5, 2010), 

75 FR 18560 (April 12, 2010) (SR–NYSEAmex– 

2010–33) (extending the operation of the SLP Pilot 

to September 30, 2010); 62814 (September 1, 2010), 

75 FR 54671 (September 8, 2010) (SR–NYSEAmex– 

2010–88) (extending the operation of the SLP Pilot 

to January 31, 2011); 63615 (December 29, 2010), 76 

FR 611 (January 5, 2011) (SR–NYSEAmex–2010– 

123) (extending the operation of the SLP Pilot to 

August 1, 2011); 64772 (June 29, 2011), 76 FR 39455 

(July 6, 2011) (SR–NYSEAmex–2011–44) (extending 

the operation of the SLP Pilot to January 31, 2012); 

66041 (December 23, 2011), 76 FR 82328 (December 

30, 2011) (SR–NYSEAmex–2011–103) (extending 

the operation of the SLP Pilot to July 31, 2012); 

67496 (July 25, 2012), 77 FR 45390 (July 31, 2012) 

(SR–NYSEMKT–2012–22) (extending the operation 

of the SLP Pilot to January 31, 2013); 68557 

(January 2, 2013), 78 FR 1284 (January 8, 2013) (SR– 

NYSEMKT–2012–85) (extending the operation of 

the SLP Pilot to July 31, 2013); 69820 (June 21, 

2013), 78 FR 38748 (June 27, 2013) (SR– 

NYSEMKT–2013–52) (extending the operation of 

the SLP Pilot to January 31, 2014); 71361 (January 

21, 2014), 79 FR 4364 (January 27, 2014) (SR– 

NYSEMKT–2014–03) (extending the operation of 

the SLP Pilot to July 31, 2014); and 72623 (July 16, 

2014), 79 FR 41592 (July 22, 2014) (SR–NYSEMKT– 

2014–58 (extending the operation of the SLP Pilot 

to December 31, 2014). 

5The information contained herein is a summary 

of the ‘‘New Market Model’’ Pilot and the SLP Pilot. 

See supra note 4 and infra note 6 for a fuller 

description of those pilots. 

6See Securities Exchange Act Release No. 58845 

(October 24, 2008), 73 FR 64379 (October 29, 2008) 

(SR–NYSE–2008–46). 

7See NYSE Rule 103. 

8See NYSE Rule 107B and NYSE MKT Rule 

107B—Equities. NYSE amended the monthly 

volume requirements to an average daily volume 

(‘‘ADV’’) that is a specified percentage of NYSE 

consolidated ADV. See Securities Exchange Act 

Release No. 67759 (August 30, 2012), 77 FR 54939 

(September 6, 2012) (SR–NYSE–2012–38). 

9See Securities Exchange Act Release Nos. 58877 

(October 29, 2008), 73 FR 65904 (November 5, 2008) 

(SR–NYSE–2008–108) (adopting SLP Pilot 

program); 59869 (May 6, 2009), 74 FR 22796 (May 

14, 2009) (SR–NYSE–2009–46) (extending SLP Pilot 

program until October 1, 2009); 60756 (October 1, 

2009), 74 FR 51628 (October 7, 2009) (SR–NYSE– 

2009–100) (extending SLP Pilot program until 

November 30, 2009); 61075 (November 30, 2009), 

74 FR 64112 (December 7, 2009) (SR–NYSE–2009– 

119) (extending SLP Pilot program until March 30, 

2010); 61840 (April 5, 2010), 75 FR 18563 (April 12, 

2010) (SR–NYSE–2010–28) (extending the SLP Pilot 

until September 30, 2010); 62813 (September 1, 

2010), 75 FR 54686 (September 8, 2010) (SR–NYSE– 

2010–62) (extending the SLP Pilot until January 31, 

2011); 63616 (December 29, 2010), 76 FR 612 

(January 5, 2011) (SR–NYSE–2010–86) (extending 

the operation of the SLP Pilot to August 1, 2011); 

64762 (June 28, 2011), 76 FR 39145 (July 5, 2011) 

(SR–NYSE–2011–30) (extending the operation of 

the SLP Pilot to January 31, 2012); 66045 (December 

23, 2011), 76 FR 82342 (December 30, 2011) (SR– 

NYSE–2011–66) (extending the operation of the 

SLP Pilot to July 31, 2012); 67493 (July 25, 2012), 

77 FR 45388 (July 31, 2012) (SR–NYSE–2012–27) 

(extending the operation of the SLP Pilot to January 

31, 2013); 68560 (January 2, 2013), 78 FR 1280 

(January 8, 2013) (SR–NYSE–2012–76) (extending 

the operation of the SLP Pilot to July 31, 2013); 

69819 (June 21, 2013), 78 FR 38764 (June 27, 2013) 

(SR–NYSE–2013–44) (extending the operation of 

the SLP Pilot to January 31, 2014); 71362 (January 

21, 2014), 79 FR 4371 (January 27, 2014) (SR– 

NYSE–2014–03) (extending the operation of the 

SLP Pilot to July 31, 2014); and 72628 (July 16, 

2014), 79 FR 42588 (July 22, 2014) (SR–NYSE– 

Continued 

http://www.cmegroup.com/marketregulation/rule-filings.html. 

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–CME–2014–19 and should 

be submitted on or before January 23, 

2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30697 Filed 12–31–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73947; File No. SR– 

NYSEMKT–2014–110] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Extending the Operation 

of Its Supplemental Liquidity Providers 

Pilot, Until the Earlier of the Securities 

and Exchange Commission’s Approval 

To Make Such Pilot Permanent or July 

31, 2015 

December 24, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

18, 2014, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend the 

operation of its Supplemental Liquidity 

Providers Pilot (‘‘SLP Pilot’’ or ‘‘Pilot’’) 

(see Rule 107B—Equities), currently 

scheduled to expire on December 31, 

2014, until the earlier of the Securities 

and Exchange Commission’s 

(‘‘Commission’’) approval to make such 

Pilot permanent or July 31, 2015. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.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 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

operation of its SLP Pilot,4 currently 

scheduled to expire on December 31, 

2014, until the earlier of Commission 

approval to make such Pilot permanent 

or July 31, 2015. 

Background 5

In October 2008, the New York Stock 

Exchange LLC (‘‘NYSE’’) implemented 

significant changes to its market rules, 

execution technology and the rights and 

obligations of its market participants all 

of which were designed to improve 

execution quality on the NYSE. These 

changes were all elements of the NYSE’s 

and the Exchange’s enhanced market 

model referred to as the ‘‘New Market 

Model’’ (‘‘NMM Pilot’’).6 The NYSE SLP 

Pilot was launched in coordination with 

the NMM Pilot (see NYSE Rule 107B). 

As part of the NMM Pilot, NYSE 

eliminated the function of specialists on 

the Exchange creating a new category of 

market participant, the Designated 

Market Maker or ‘‘DMM.’’ 7 Separately, 

the NYSE established the SLP Pilot, 

which established SLPs as a new class 

of market participants to supplement 

the liquidity provided by DMMs.8

The NYSE adopted NYSE Rule 107B 

governing SLPs as a six-month pilot 

program commencing in November 

2008. This NYSE pilot has been 

extended several times, most recently to 

December 31, 2014.9 The NYSE is in the 


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

2014–34) (extending the operation of the SLP Pilot 

to December 31, 2014). 

10See SR–NYSE–2014–72. 

11See Securities Exchange Act Release No. 61308 

(January 7, 2010), 75 FR 2573 (January 15, 2010) 

(SR–NYSEAmex–2009–98). 

12The NMM Pilot was scheduled to expire on 

December 31, 2014 as well. The Exchange has filed 

to extend the NMM Pilot until July 31, 2015. See 

SR–NYSEMKT–2014–109. 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5). 

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

16 15 U.S.C. 78s(b)(3)(A)(iii). 

17 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

18 17 CFR 240.19b–4(f)(6). 

process of requesting an extension of 

their SLP Pilot until July 31, 2015 or 

until the Commission approves the pilot 

as permanent.10 The extension of the 

NYSE SLP Pilot until July 31, 2015 runs 

parallel with the extension of the NMM 

Pilot until July 31, 2015, or until the 

Commission approves the NMM Pilot as 

permanent. 

Proposal To Extend the Operation of the 

NYSE MKT SLP Pilot 

The Exchange established the SLP 

Pilot to provide incentives for quoting, 

to enhance competition among the 

existing group of liquidity providers, 

including the DMMs, and add new 

competitive market participants. NYSE 

MKT Rule 107B—Equities is based on 

NYSE Rule 107B. NYSE MKT Rule 

107B—Equities was filed with the 

Commission on December 30, 2009, as 

a ‘‘me too’’ filing for immediate 

effectiveness as a pilot program.11 The 

Exchange’s SLP Pilot is scheduled to 

end operation on December 31, 2014 or 

such earlier time as the Commission 

may determine to make the rules 

permanent. 

The Exchange believes that the SLP 

Pilot, in coordination with the NMM 

Pilot and the NYSE SLP Pilot, allows 

the Exchange to provide its market 

participants with a trading venue that 

utilizes an enhanced market structure to 

encourage the addition of liquidity, 

facilitate the trading of larger orders 

more efficiently and operates to reward 

aggressive liquidity providers. As such, 

the Exchange believes that the rules 

governing the SLP Pilot (NYSE MKT 

Rule 107B—Equities) should be made 

permanent. 

Through this filing the Exchange 

seeks to extend the current operation of 

the SLP Pilot until July 31, 2015, in 

order to allow the Exchange to formally 

submit a filing to the Commission to 

convert the SLP Pilot rule to a 

permanent rule. The Exchange is 

currently preparing a rule filing seeking 

permission to make the Exchange’s SLP 

Pilot permanent, but does not expect 

that filing to be completed and 

approved by the Commission before 

December 31, 2014.12

The proposed change is not otherwise 

intended to address any other issues 

and the Exchange is not aware of any 

problems that member organizations 

would have in complying with the 

proposed change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

section 6(b) of the Act,13 in general, and 

furthers the objectives of section 6(b)(5) 

of the Act,14 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanisms of, a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest and because it is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes the proposed 

rule change is designed to prevent 

fraudulent and manipulative acts and 

practices and to promote just and 

equitable principles of trade because it 

seeks to extend a pilot program that has 

already been approved by the 

Commission. The Exchange believes the 

proposed rule change is designed to 

facilitate transactions in securities and 

to remove impediments to, and perfect 

the mechanisms of, a free and open 

market and a national market system 

because the SLP Pilot provides its 

market participants with a trading 

venue that utilizes an enhanced market 

structure to encourage the addition of 

liquidity and operates to reward 

aggressive liquidity providers. 

Moreover, requesting an extension of 

the SLP Pilot will permit adequate time 

for: (i) The Exchange to prepare and 

submit a filing to make the rules 

governing the SLP Pilot permanent; (ii) 

public notice and comment; and (iii) 

completion of the 19b–4 approval 

process. Finally, the Exchange believes 

that it is subject to significant 

competitive forces, as described below 

in the Exchange’s statement regarding 

the burden on competition. For these 

reasons, the Exchange believes that the 

proposal is consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with section 6(b)(8) of 

the Act,15 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that extending the 

operation of the SLP Pilot will enhance 

competition among liquidity providers 

and thereby improve execution quality 

on the Exchange. The Exchange will 

continue to monitor the efficacy of the 

program during the proposed extended 

pilot period. 

Finally, the Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily favor competing venues. In such 

an environment, the Exchange must 

continually review, and consider 

adjusting the services it offers and the 

requirements it imposes to remain 

competitive with other U.S. equity 

exchanges. For the reasons described 

above, the Exchange believes that the 

proposed rule change reflects this 

competitive environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to section 

19(b)(3)(A)(iii) of the Act 16 and Rule 

19b–4(f)(6) thereunder.17 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 18 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 


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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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