Self-Regulatory Organizations; the NASDAQ Stock Market, LLC; NASDAQ OMX BX, Inc.; NASDAQ OMX Phlx, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Changes To Amend the Certificate of Incorporation of The NASDAQ OMX Group, Inc., 9841-9843 [E9-4756]
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Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices
series is subject to the Penny Pilot
Program,5 the Zero Bid Order will be
considered a Limit Order to sell at a
price of $.01. If the options series is not
subject to the Penny Pilot Program, the
Zero Bid Order will be considered a
Limit Order to sell at a price of $.05 or
$.10, depending upon the minimum
trading increment for the specific
options series of the Zero Bid Order.
The Exchange also seeks to clarify
that if the resulting Limit Order would
cause either a locked or crossed market,
then the original Market Order or BOXTop Order will be rejected by the
Trading Host.
2. Basis
The Exchange believes that the
proposal is consistent with the
requirements of Section 6(b) of the Act,6
in general, and Section 6(b)(5) of the
Act,7 in particular, in that it is designed
to promote just and equitable principles
of trade, to prevent fraudulent and
manipulative acts, to foster cooperation
and coordination with persons engaged
in facilitating transactions in securities,
to remove impediments to and perfect
the mechanism of a free and open
market and a national market system,
and, in general, to protect investors and
the public interest. The proposed
amendments will give greater
clarification to Options Participants
regarding the handling of Zero Bid
Orders and provide enhanced treatment
of such orders on BOX.
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 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 neither solicited
nor received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
mstockstill on PROD1PC66 with NOTICES
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
5 BOX may trade options contracts in one-cent
increments in certain approved issues through
March 27, 2009, as part of the Penny Pilot Program.
See Securities Exchange Act Release No. 56566
(September 27, 2007), 72 FR 56400 (October 3,
2007) (SR–BSE–2007–40).
6 15 U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(5).
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16:20 Mar 05, 2009
Jkt 217001
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(a) By order approve such proposed
rule change, or
(b) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
9841
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–BX–
2009–014 and should be submitted on
or before March 27, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–4769 Filed 3–5–09; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59460; File Nos. SR–
NASDAQ–2009–010, SR–BX–2009–009,
SR–Phlx–2009–14]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–BX–2009–014 on the
subject line.
Self-Regulatory Organizations; the
NASDAQ Stock Market, LLC; NASDAQ
OMX BX, Inc.; NASDAQ OMX Phlx,
Inc.; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Changes To Amend the Certificate of
Incorporation of The NASDAQ OMX
Group, Inc.
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–BX–2009–014. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on business days between the
hours of 10 a.m. and 3 p.m. Copies of
such filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
February 26, 2009.
PO 00000
Frm 00063
Fmt 4703
Sfmt 4703
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on February
17, 2009, The NASDAQ Stock Market,
LLC (‘‘NASDAQ Exchange’’) and
NASDAQ OMX BX, Inc. (‘‘BX’’), and on
February 20, 2009, NASDAQ OMX Phlx,
Inc. (‘‘PHLX’’) (collectively, the
‘‘NASDAQ OMX Exchange
Subsidiaries’’) 3 filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
changes as described in Items I, II, and
III below, which Items have been
substantially prepared by the NASDAQ
OMX Exchange Subsidiaries. The
Commission is publishing this notice to
solicit comments on the proposed rule
changes from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The NASDAQ OMX Exchange
Subsidiaries are filing the proposed rule
changes with regard to proposed
changes to the Restated Certificate of
8 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 Substantially similar filings have been
submitted by Boston Stock Exchange Clearing
Corporation (‘‘BSECC’’) (SR–BSECC–2009–001) and
Stock Clearing Corporation of Philadelphia
(‘‘SCCP’’) (SR–SCCP–2009–01), the clearing
corporation subsidiaries of NASDAQ OMX Group,
Inc. (‘‘NASDAQ OMX’’).
1 15
E:\FR\FM\06MRN1.SGM
06MRN1
9842
Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices
Incorporation (the ‘‘Certificate’’) of their
parent corporation, NASDAQ OMX. The
proposed rule changes will be
implemented as soon as practicable
following filing with the Commission.
The text of the proposed rule changes is
available at https://www.cchwallstreet.
com/nasdaqomx/, https://
www.nasdaqtrader.com/Trader.
aspx?id=BSEIERules2009,
and https://www.nasdaqtrader.com/
Micro.aspx?id=PhlxApproved
Rulefilings, respectively.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for the Proposed Rule
Change
In their filings with the Commission,
each of the NASDAQ OMX Exchange
Subsidiaries included statements
concerning the purpose of and basis for
its proposed rule change and discussed
any comments it received on its
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. Each
of the NASDAQ OMX Exchange
Subsidiaries has prepared summaries,
set forth in Sections A, B, and C below,
of the most significant aspects of such
statements.
mstockstill on PROD1PC66 with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
NASDAQ OMX is proposing to make
amendments to its Certificate. As
provided in Articles XI and XII of the
NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be
reviewed by the Board of Directors of
each self-regulatory subsidiary of
NASDAQ OMX, and if any such
proposed amendment must, under
Section 19 of the Act and the rules
promulgated thereunder, be filed with,
or filed with and approved by, the
Commission before such amendment
may be effective, then such amendment
shall not be effective until filed with, or
filed with and approved by, the
Commission, as the case may be. The
governing boards of the NASDAQ
Exchange, PHLX, BX, BSECC, and SCCP
have each reviewed the proposed
change and determined that they should
be filed with the Commission.4 The
NASDAQ OMX Exchange Subsidiaries
state that the changes to the Certificate
are limited in scope, and under
Delaware law, they do not require
4 The NASDAQ Exchange, PHLX, BX, BSECC,
and SCCP are each submitting a filing pursuant to
Section 19(b)(3)(A)(iii) of the Act, 15 U.S.C.
78s(b)(3)(A)(iii).
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16:20 Mar 05, 2009
Jkt 217001
approval by the stockholders of
NASDAQ OMX.
Specifically, NASDAQ OMX proposes
to eliminate its Certificate of
Designations, Preferences and Rights of
Series D Preferred Stock, and all matters
set forth therein. NASDAQ OMX’s
Series D Stock was created in 2005 for
the purpose of allowing National
Association of Securities Dealers, Inc. to
retain voting control over NASDAQ
OMX’s predecessor, The Nasdaq Stock
Market, Inc. In connection with the
NASDAQ Exchange commencing
operations as a national securities
exchange, the sole share of Series D
Stock was redeemed in December 2006.
Under Delaware law, both a certificate
of designations (designating a series of
preferred stock) and a certificate of
elimination (eliminating a previously
adopted designation) are deemed to be
amendments to NASDAQ OMX’s
Certificate.
2. Statutory Basis
The NASDAQ OMX Exchange
Subsidiaries believe that their respective
proposed rule changes are consistent
with the provisions of Section 6 of the
Act,5 in general, and with Sections
6(b)(1) and (b)(5) of the Act,6 in
particular, in that the proposal enables
the NASDAQ OMX Exchange
Subsidiaries to be so organized as to
have the capacity to be able to carry out
the purposes of the Act and to comply
with and enforce compliance by
members and persons associated with
members with provisions of the Act, the
rules and regulations thereunder, and
self-regulatory organization rules, and is
designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest. The proposed changes
will enhance the clarity of NASDAQ
OMX’s governance documents by
eliminating provisions relating to a
series of preferred stock that is no longer
outstanding.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The NASDAQ OMX Exchange
Subsidiaries do not believe that the
proposed rule changes will result in any
5 15
6 15
PO 00000
U.S.C. 78f.
U.S.C. 78f(b)(1), (5).
Frm 00064
Fmt 4703
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule changes have
become effective pursuant to Section
19(b)(3)(A)(iii) of the Act 7 and
subparagraph (f)(3) of Rule 19b–4
thereunder.8 At any time within 60 days
of the filing of the respective proposed
rule change by the applicable NASDAQ
OMX Exchange Subsidiary, the
Commission may summarily abrogate
such rule changes 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
changes, are consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.
gov/rules/sro.shtml) or
• Send an e-mail to rulecomments@sec.gov. Please include File
Nos. SR–NASDAQ–2009–010, SR–BX–
2009–009, and SR–Phlx–2009–14 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
Nos. SR–NASDAQ–2009–010, SR–BX–
2009–009, and SR–Phlx–2009–14. These
file numbers 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
(https://www.sec.gov/rules/sro.shtml).
7 15
8 17
Sfmt 4703
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b-4(f)(3).
E:\FR\FM\06MRN1.SGM
06MRN1
Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices
Copies of the submission, all subsequent
amendments, all written statements
with respect to the proposed rule
changes that are filed with the
Commission, and all written
communications relating to the
proposed rule changes between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room on 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
offices 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
Nos. SR–NASDAQ–2009–010, SR–BX–
2009–009, and SR–Phlx–2009–14, and
should be submitted on or before March
27, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–4756 Filed 3–5–09; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59472; File No. SR–
NYSEALTR–2008–14]
Self-Regulatory Organizations; NYSE
Alternext US LLC; Notice of Filing of
Amendment No. 1 and Order Granting
Accelerated Approval of the Proposed
Rule Change, as Modified by
Amendment No. 1 Thereto, To
Establish Rules for the Trading of
Listed Options
mstockstill on PROD1PC66 with NOTICES
February 27, 2009.
I. Introduction
On December 19, 2008, NYSE
Alternext US LLC (‘‘Alternext’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend the rules governing the trading of
options on the Exchange. The proposed
9 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Nov<24>2008
16:20 Mar 05, 2009
Jkt 217001
rule change was published for comment
in the Federal Register on December 31,
2008.3 The Exchange filed Amendment
No. 1 to the proposed rule change on
February 27, 2009.4 The Commission
received one comment on the proposal.5
This notice and order provides notice of
Amendment No. 1 and grants
accelerated approval to the proposed
rule change, as modified by Amendment
No. 1.
II. Description of the Proposal
On October 1, 2008, NYSE Euronext—
the parent company of the New York
Stock Exchange (‘‘NYSE’’)—through a
series of mergers and related
transactions (‘‘Mergers’’), acquired the
American Stock Exchange LLC
(‘‘Amex’’). Amex was renamed NYSE
Alternext US LLC and became a
subsidiary of NYSE Euronext and an
affiliate of NYSE.6 After the Mergers, all
physical and electronic access to
Alternext’s trading facilities was made
available to the former Amex’s members
through temporary trading permits
offered by Alternext. As Amex’s
principal place of business at the time
of the Mergers was 86 Trinity Place,
New York, New York, these temporary
trading permits are known as ‘‘86
Trinity Permits.’’
Subsequently, Amex’s cash equities
trading floor was moved from 86 Trinity
Place to NYSE’s principal place of
business at 11 Wall Street, New York,
New York, and co-located with the
NYSE’s cash equities trading floor
(‘‘Equities Relocation’’). The system that
supports Alternext’s cash equities
trading is now the same system that
supports NYSE’s cash equities trading
and is operated by the NYSE on behalf
of the Exchange. In connection with the
Equities Relocation, the Exchange
adopted new trading and membership
rules and offered each of its members an
Alternext cash equities trading license
in exchange for a valid 86 Trinity
Permit.7
Alternext now proposes to move its
options trading business from 86 Trinity
Place to 11 Wall Street (‘‘Options
Relocation’’). In connection with the
Options Relocation, the Exchange
3 See Securities Exchange Act Release No. 59142
(December 22, 2008), 73 FR 80494.
4 For a discussion of Amendment No. 1, see infra
Section III.H.
5 See letter from Jennifer M. Lamie, Assistant
General Counsel, Chicago Board Options Exchange
(‘‘CBOE’’), to Florence E. Harmon, Deputy
Secretary, Commission, dated February 4, 2009.
6 See Securities Exchange Act Release No. 58673
(September 29, 2008), 73 FR 57707 (October 3,
2008) (order approving proposed rule change
relating to the acquisition).
7 See Securities Exchange Act Release No. 58705
(October 1, 2008), 73 FR 58995 (October 8, 2008).
PO 00000
Frm 00065
Fmt 4703
Sfmt 4703
9843
proposes to issue Amex Trading Permits
(‘‘ATPs’’) that will permit holders to
effect options transactions on the
Exchange’s trading facilities.8 A holder
of an 86 Trinity Permit under the
current rules will be issued an ATP
upon submission of the appropriate
form to the Exchange.
Trading on the Exchange’s relocated
facilities at 11 Wall Street will continue
to occur on a hybrid system, involving
both a physical floor and an electronic
system, the NYSE Amex System
(‘‘System’’). Although the options
trading floor will be physically
separated from the NYSE and Alternext
cash equity trading floor, the options
trading floor will be managed and
overseen by NYSE Euronext employees.
Only ATP Holders that have been
approved to perform a floor function—
Floor Brokers and Floor Market Makers
(including Specialists)—will be
authorized to enter into transactions on
the trading floor.
Alternext has proposed to update and
reorganize its rules for trading options
in open outcry and to establish a new
set of rules that will govern trading on
the System.9 The Exchange has
submitted a separate proposed rule
change to delete certain existing
Exchange rules.10
Alternext will retain many of its
existing member rules, including those
relating to capital, margin,
recordkeeping, customer protection, and
account maintenance. The Exchange
also has proposed to keep certain
existing options-related rules, including
rules on position and exercise limits
and listing standards. With respect to
transactions in Flexible Exchange
Options (‘‘FLEX Options’’) conducted
on the Trading Floor, the Exchange
stated that current NYSE Alternext
Rules 900G through 909G will remain
operative.11
8 In addition, the Exchange would allow access to
the System by ‘‘Sponsored Participants.’’ A
Sponsored Participant is a person that has entered
into an agreement with a Sponsoring ATP Holder
through which it may execute transactions on the
System. See proposed Rule 902.1NY(c). This
proposed rule is substantially similar to Rule 6.2A
of the Rules of NYSE Arca, Inc. (‘‘NYSE Arca’’).
9 In a separate filing, the Exchange described the
relationship between the Exchange and its routing
broker and the conditions related to its operation.
The Commission is approving that proposed rule
change in a separate action today. See Securities
Exchange Act Release No. 59473 (February 27,
2009) (SR–NYSEALTR–2009–18).
10 See Securities Exchange Act Release No. 59454
(February 25, 2009) (SR–NYSEALTR–2009–17). The
deletions effected by SR–NYSEALTR–2009–17 will
become operative simultaneously with the
operativeness of the rules proposed in this filing.
11 The Exchange noted that certain terms in
existing NYSE Alternext Rules 900G–909G will
become outdated upon approval of the rules
E:\FR\FM\06MRN1.SGM
Continued
06MRN1
]]>Agencies
[Federal Register Volume 74, Number 43 (Friday, March 6, 2009)]
[Notices]
[Pages 9841-9843]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-4756]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59460; File Nos. SR-NASDAQ-2009-010, SR-BX-2009-009,
SR-Phlx-2009-14]
Self-Regulatory Organizations; the NASDAQ Stock Market, LLC;
NASDAQ OMX BX, Inc.; NASDAQ OMX Phlx, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed Rule Changes To Amend the
Certificate of Incorporation of The NASDAQ OMX Group, Inc.
February 26, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 17, 2009, The NASDAQ Stock Market, LLC (``NASDAQ
Exchange'') and NASDAQ OMX BX, Inc. (``BX''), and on February 20, 2009,
NASDAQ OMX Phlx, Inc. (``PHLX'') (collectively, the ``NASDAQ OMX
Exchange Subsidiaries'') \3\ filed with the Securities and Exchange
Commission (``Commission'') the proposed rule changes as described in
Items I, II, and III below, which Items have been substantially
prepared by the NASDAQ OMX Exchange Subsidiaries. The Commission is
publishing this notice to solicit comments on the proposed rule changes
from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Substantially similar filings have been submitted by Boston
Stock Exchange Clearing Corporation (``BSECC'') (SR-BSECC-2009-001)
and Stock Clearing Corporation of Philadelphia (``SCCP'') (SR-SCCP-
2009-01), the clearing corporation subsidiaries of NASDAQ OMX Group,
Inc. (``NASDAQ OMX'').
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The NASDAQ OMX Exchange Subsidiaries are filing the proposed rule
changes with regard to proposed changes to the Restated Certificate of
[[Page 9842]]
Incorporation (the ``Certificate'') of their parent corporation, NASDAQ
OMX. The proposed rule changes will be implemented as soon as
practicable following filing with the Commission. The text of the
proposed rule changes is available at https://www.cchwallstreet. com/
nasdaqomx/, https://www.nasdaqtrader. com/Trader.
aspx?id=BSEIERules2009, and https://www.nasdaqtrader.com/
Micro.aspx?id=PhlxApproved Rulefilings, respectively.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for the Proposed Rule Change
In their filings with the Commission, each of the NASDAQ OMX
Exchange Subsidiaries included statements concerning the purpose of and
basis for its proposed rule change and discussed any comments it
received on its proposed rule change. The text of these statements may
be examined at the places specified in Item IV below. Each of the
NASDAQ OMX Exchange Subsidiaries has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
NASDAQ OMX is proposing to make amendments to its Certificate. As
provided in Articles XI and XII of the NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be reviewed by the Board of
Directors of each self-regulatory subsidiary of NASDAQ OMX, and if any
such proposed amendment must, under Section 19 of the Act and the rules
promulgated thereunder, be filed with, or filed with and approved by,
the Commission before such amendment may be effective, then such
amendment shall not be effective until filed with, or filed with and
approved by, the Commission, as the case may be. The governing boards
of the NASDAQ Exchange, PHLX, BX, BSECC, and SCCP have each reviewed
the proposed change and determined that they should be filed with the
Commission.\4\ The NASDAQ OMX Exchange Subsidiaries state that the
changes to the Certificate are limited in scope, and under Delaware
law, they do not require approval by the stockholders of NASDAQ OMX.
---------------------------------------------------------------------------
\4\ The NASDAQ Exchange, PHLX, BX, BSECC, and SCCP are each
submitting a filing pursuant to Section 19(b)(3)(A)(iii) of the Act,
15 U.S.C. 78s(b)(3)(A)(iii).
---------------------------------------------------------------------------
Specifically, NASDAQ OMX proposes to eliminate its Certificate of
Designations, Preferences and Rights of Series D Preferred Stock, and
all matters set forth therein. NASDAQ OMX's Series D Stock was created
in 2005 for the purpose of allowing National Association of Securities
Dealers, Inc. to retain voting control over NASDAQ OMX's predecessor,
The Nasdaq Stock Market, Inc. In connection with the NASDAQ Exchange
commencing operations as a national securities exchange, the sole share
of Series D Stock was redeemed in December 2006. Under Delaware law,
both a certificate of designations (designating a series of preferred
stock) and a certificate of elimination (eliminating a previously
adopted designation) are deemed to be amendments to NASDAQ OMX's
Certificate.
2. Statutory Basis
The NASDAQ OMX Exchange Subsidiaries believe that their respective
proposed rule changes are consistent with the provisions of Section 6
of the Act,\5\ in general, and with Sections 6(b)(1) and (b)(5) of the
Act,\6\ in particular, in that the proposal enables the NASDAQ OMX
Exchange Subsidiaries to be so organized as to have the capacity to be
able to carry out the purposes of the Act and to comply with and
enforce compliance by members and persons associated with members with
provisions of the Act, the rules and regulations thereunder, and self-
regulatory organization rules, and is designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. The proposed changes will
enhance the clarity of NASDAQ OMX's governance documents by eliminating
provisions relating to a series of preferred stock that is no longer
outstanding.
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\5\ 15 U.S.C. 78f.
\6\ 15 U.S.C. 78f(b)(1), (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The NASDAQ OMX Exchange Subsidiaries do not believe that the
proposed rule changes will result in any burden on competition that is
not necessary or appropriate in furtherance of the purposes of the Act,
as amended.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule changes have become effective pursuant to
Section 19(b)(3)(A)(iii) of the Act \7\ and subparagraph (f)(3) of Rule
19b-4 thereunder.\8\ At any time within 60 days of the filing of the
respective proposed rule change by the applicable NASDAQ OMX Exchange
Subsidiary, the Commission may summarily abrogate such rule changes 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.
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\7\ 15 U.S.C. 78s(b)(3)(A)(iii).
\8\ 17 CFR 240.19b-4(f)(3).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
changes, are consistent with the Act. Comments may be submitted by any
of the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml) or
Send an e-mail to rule-comments@sec.gov. Please include
File Nos. SR-NASDAQ-2009-010, SR-BX-2009-009, and SR-Phlx-2009-14 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 Nos. SR-NASDAQ-2009-010, SR-BX-
2009-009, and SR-Phlx-2009-14. These file numbers 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 (https://www.sec.gov/
rules/sro.shtml).
[[Page 9843]]
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule changes that are filed
with the Commission, and all written communications relating to the
proposed rule changes between the Commission and any person, other than
those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room on 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
offices 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 Nos. SR-NASDAQ-2009-010, SR-
BX-2009-009, and SR-Phlx-2009-14, and should be submitted on or before
March 27, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Florence E. Harmon,
Deputy Secretary.
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\9\ 17 CFR 200.30-3(a)(12).
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[FR Doc. E9-4756 Filed 3-5-09; 8:45 am]
BILLING CODE 8011-01-P
