Self-Regulatory Organizations; National Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Implement an Equity Rights Program, 37861-37863 [2010-15822]
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Federal Register / Vol. 75, No. 125 / Wednesday, June 30, 2010 / Notices
Instrument Corp. because it has not filed
any periodic reports since the period
ended September 30, 1997.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Skysat
Communications Network Corp.
because it has not filed any periodic
reports since the period ended
September 30, 1997.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Vicon Fiber
Optics Corp. because it has not filed any
periodic reports since the period ended
September 30, 2003.
The Commission is of the opinion that
the public interest and the protection of
investors require a suspension of trading
in the securities of the above-listed
companies. Therefore, it is ordered,
pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that
trading in the securities of the abovelisted companies is suspended for the
period from 9:30 a.m. EDT on June 28,
2010, through 11:59 p.m. EDT on July
12, 2010.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010–16000 Filed 6–28–10; 11:15 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
office of the Exchange, and at the
Commission’s Public Reference Room.
[Release No. 34–62358; File No. SR–NSX–
2010–06]
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
Self-Regulatory Organizations;
National Stock Exchange, Inc.; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change To
Implement an Equity Rights Program
June 22, 2010.
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 June 15,
2010, National Stock Exchange, Inc.
(‘‘NSX®’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change, as described in Items I, II, and
III below, which Items have been
prepared 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
NSX is proposing to implement an
equity rights program pursuant to which
warrants may be purchased that would
allow equity in the Exchange’s parent
holding company to be acquired based
on, among other things, a participating
ETP Holder’s payment of an initial
purchase price for the warrants and
achievement of certain liquidity adding
volume thresholds on the Exchange over
a six month measuring period.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://www.nsx.com, at the principal
Participating ETP holder’s liquidity adding ADV as % of total
consolidated ADV
mstockstill on DSKH9S0YB1PROD with NOTICES
Tier
Tier
Tier
Tier
Tier
1:
2:
3:
4:
5:
..............
..............
..............
..............
..............
>
>
>
>
>
15
25
30
35
40
basis points .......................................................................
and < 30 basis points .......................................................
and < 35 basis points .......................................................
and < 40 basis points .......................................................
basis points .......................................................................
For purposes of the program, the term
‘‘Liquidity Adding ADV’’ means, with
respect to a participating ETP Holder,
the number of shares such ETP Holder
has executed as a liquidity provider on
average per trading day (excluding
partial trading days) across all tapes on
NSX for the measuring period in which
the executions occurred. The term
‘‘Total Consolidated ADV’’ means
1 15
U.S.C. 78s(b)(1).
VerDate Mar<15>2010
16:53 Jun 29, 2010
PO 00000
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.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
With this rule change, the Exchange is
proposing to implement an equity rights
program pursuant to which warrants for
common stock of the Exchange’s parent
holding company, NSX Holdings, Inc.
(‘‘Holdings’’), will be issued to each ETP
Holder who participates in the program
in exchange for such ETP Holder
participant’s initial cash capital
contribution of $250,000, and with such
warrants being exercisable upon the
achievement by the participating ETP
Holder of the following liquidity adding
volume thresholds (measured as a
percentage of total consolidated average
daily volume) on the Exchange during a
six month measurement period
commencing June 15, 2010:
Participating ETP holder’s total exercisable warrants
4,575
19,575
22,075
24,575
24,575 plus participation in bonus pool.
average daily volume reported by all
exchanges and trade reporting facilities
to the consolidated transaction reporting
plans for Tape A, B and C securities. For
purposes of calculating an ETP Holder’s
Liquidity Adding ADV as a percentage
of Total Consolidated ADV over the
measuring period, the 10 days during
the measuring period constituting that
ETP Holder’s lowest ratio of liquidity
2 17
Jkt 220001
37861
adding volume to total consolidated
volume will be excluded. In addition,
the number of shares executed by ETP
Holders under common ownership and
control may be aggregated for purposes
of calculating average daily volumes.
Total Bonus Pool shares shall equal
the number of warrant holders
achieving Tier 5 multiplied by 10,000.
Each warrant holder eligible for
participation in the Bonus Pool shall be
CFR 240.19b–4.
Frm 00113
Fmt 4703
Sfmt 4703
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mstockstill on DSKH9S0YB1PROD with NOTICES
37862
Federal Register / Vol. 75, No. 125 / Wednesday, June 30, 2010 / Notices
entitled to exercise its Bonus Pool
warrants for a number of Bonus Pool
shares determined by the following
formula: number of shares in Bonus
Pool multiplied by a fraction, the
numerator of which is the eligible
holder’s Liquidity Adding ADV in
excess of 40 basis points of Total
Consolidated ADV and the denominator
of which is the total of all eligible
holders’ Liquidity Adding ADV in
excess of 40 basis points of Total
Consolidated ADV.
The maximum number of shares
issued under the program will be
103,724. The number of shares that
would otherwise be issued to warrant
holders if in excess of this limit will, at
the time of warrant exercise, be reduced
for each warrant on a pro rata basis.
Warrant exercise will not be permitted
to the extent that exercise would result
in a warrant holder’s pro forma
ownership in Holdings exceeding 19.9%
or any lower percentage cap that is
applicable to such warrant holder due to
legal or regulatory limitations. The
warrants are not transferrable, and all
shares issued pursuant to the terms of
the warrants are subject to ownership
and voting limits and transfer
restrictions as stated in Holding’s
Certificate of Incorporation and By-laws.
Each participating ETP Holder will
also receive the option to participate in
any second rights program made by the
Exchange and Holdings covering a six
month measuring period shortly
following the current measuring period,
on the same terms and conditions as all
other participants in such program, but
with the new cash contribution required
for participation in such program fixed
at $250,000. All other participants in
any such second program will pay a
cash contribution that is the same for
each such participant, in an amount that
is based on a determination made by
Holdings at the time of announcement
of any such program.
Participants must have executed the
definitive documentation (including a
Warrant Purchase Agreement) and
tendered the minimum cash investment
by June 30, 2010. All program terms,
rights and obligations are subject to final
documentation to be executed by
participating ETP Holders, which final
documentation may contain terms that
supplement those summarized herein.
In addition to the payment of the
purchase price and the execution of the
purchase agreement, participating ETP
Holders must qualify as ‘‘accredited
investors’’ (as such term is defined in
Regulation D of the Securities Act of
1933). All participating ETP Holders
will participate on the same terms,
conditions and restrictions. This filing
VerDate Mar<15>2010
16:53 Jun 29, 2010
Jkt 220001
shall not constitute an offer to sell or a
solicitation of an offer to buy securities.
Measurement Period and Notice
The Exchange intends to commence
the six month measurement period for
the equity award program on June 15,
2010. The Exchange will provide ETP
Holders with notice of the
implementation of this program through
the issuance of a Regulatory Circular
and will post a copy of this rule filing
on the Exchange’s Web site (https://
www.nsx.com). Any ETP Holder that is
interested in participating in this
program may contact John J. McCoy,
Chief Legal Officer of the Exchange, at
(201) 499–1854, for more information
and legal documentation. Execution
among the parties of a non-disclosure
agreement regarding such additional
program information will be required.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the provisions of Section 6(b) of the
Act,3 in general, and Section 6(b)(4) of
the Act,4 in particular, in that it is
designed to provide for the equitable
allocation of reasonable dues, fees and
other charges among its members and
other persons using the facilities of the
Exchange. Moreover, the proposed rule
change is not discriminatory in that all
ETP Holders are eligible to participate
(or elect to not participate) in the
program on the same terms and
conditions.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any inappropriate burden on
competition.
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 written comments on the
proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The proposed rule change has taken
effect upon filing pursuant to Section
19(b)(3)(A)(ii) of the Act 5 and
subparagraph (f)(2) of Rule 19b–4 6
thereunder, because, as provided in
(f)(2), it changes ‘‘a due, fee or other
charge applicable only to a member’’
3 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
5 15 U.S.C. 78s(b)(3)(A)(ii).
6 17 CFR 240.19b–4.
4 15
PO 00000
Frm 00114
Fmt 4703
Sfmt 4703
(known on the Exchange as an ETP
Holder). At any time within sixty (60)
days of the filing of such proposed rule
change, the Commission may summarily
abrogate such rule change if it appears
to the Commission that such action is
necessary or appropriate in the public
interest, for the protection of 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NSX–2010–06 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NSX–2010–06. 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 Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing will
also be available for inspection and
copying at the principal office of the
self-regulatory organization. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
E:\FR\FM\30JNN1.SGM
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Federal Register / Vol. 75, No. 125 / Wednesday, June 30, 2010 / Notices
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NSX–2010–06 and should
be submitted on or before July 21, 2010.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–15822 Filed 6–29–10; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–62366; File No. SR–BX–
2010–041]
Self-Regulatory Organizations;
NASDAQ OMX BX, Inc.; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change Extending the
Effective Date of the Rule Governing
the Exchange’s Directed Order
Process on the Boston Options
Exchange
June 23, 2010.
mstockstill on DSKH9S0YB1PROD with NOTICES
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 June 21,
2010, NASDAQ OMX BX, Inc. (the
‘‘Exchange’’) 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 self-regulatory organization. The
Exchange filed the proposed rule change
pursuant to Section 19(b)(3)(A) of the
Act,3 and Rule 19b–4(f)(6) thereunder,4
which renders the proposal effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
NASDAQ OMX BX, Inc. (the
‘‘Exchange’’) proposes to extend the
effective date of the amended rule
governing the Exchange’s Directed
Order process on the Boston Options
Exchange (‘‘BOX’’) from June 25, 2010 to
December 31, 2010. The text of the
proposed rule change is attached as
Exhibit 5.5 The text of the proposed rule
7 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
5 The Commission notes that the text of the
proposed rule change is attached as Exhibit 5 to the
Form 19b–4, but is not attached to this Notice.
1 15
VerDate Mar<15>2010
16:53 Jun 29, 2010
Jkt 220001
change is available from the principal
office of the Exchange, at the
Commission’s Public Reference Room
and also on the Exchange’s Internet Web
site at https://
nasdaqomxbx.cchwallstreet.com/
NASDAQOMXBX/Filings/.
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 these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization 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
On March 14, 2006, the Exchange
proposed an amendment to the BOX
Rules governing the Directed Order 6
process on BOX.7 The Rules were
amended to clearly state that the BOX
Trading Host identifies to an Executing
Participant (‘‘EP’’) the identity of the
firm entering a Directed Order. The
amended rule was to be effective until
June 30, 2006, (‘‘Pilot Program’’) while
the Securities and Exchange
Commission (‘‘Commission’’) considered
a corresponding Exchange proposal 8 to
amend its rules to permit EPs to choose
the firms from whom they will accept
Directed Orders, while providing
complete anonymity of the firm entering
a Directed Order.9
On June 20, 2006, September 11,
2006, January 16, 2007, July 2, 2007,
January 18, 2008, January 26, 2009, May
21, 2009, November 24, 2009, February
22, 2010, and April 15, 2010 the
Exchange proposed extending the
effective date of the amended rule
governing the Directed Order process on
6 Capitalized terms not otherwise defined herein
shall have the meanings prescribed within the BOX
Rules.
7 See Securities Exchange Act Release No. 53516
(March 20, 2006), 71 FR 15232 (March 27, 2006)
(SR–BSE–2006–14).
8 See Securities Exchange Act Release No. 53357
(February 23, 2006), 71 FR 10730 (March 2, 2006)
(SR–BSE–2005–52).
9 The Exchange submitted Partial Amendment
No. 5 to SR–BSE–2005–52 on April 30, 2010 to
remove the previously proposed rule text regarding
the anonymity provision for Directed Orders that
are passed on to the EP.
PO 00000
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37863
BOX from June 30, 2006 to September
30, 2006,10 from September 30, 2006
until January 31, 2007,11 from January
31, 2007 until July 31, 2007,12 from July
31, 2007 until January 31, 2008,13 from
January 31, 2008 until January 31,
2009,14 from January 31, 2009 until May
29, 2009,15 from May 29, 2009 until
November 30, 2009,16 from November
30, 2009 until February 26, 2010,17 from
February 26, 2010 until April 30,
2010,18 and from April 30, 2010 until
June 25, 2010,19 respectively, while the
Commission considered the
corresponding Exchange proposal.
This filing from the Exchange again
proposes extending the effective date of
the amended rule governing its Directed
Order process on BOX, from June 25,
2010 to December 31, 2010.20 In the
event the Commission reaches a
decision with respect to the
corresponding Exchange proposal to
amend the BOX Rules before December
31, 2010, the amended rule governing
the Directed Order process on the BOX
will cease to be effective at the time of
that decision.
2. Basis
The amended rule is designed to
clarify the information contained in a
Directed Order. This proposed rule
filing seeks to extend the amended
rule’s effectiveness from June 25, 2010
to December 31, 2010. This extension
will afford the Commission the
necessary time to consider the
10 See Securities Exchange Act Release No. 54082
(June 30, 2006), 71 FR 38913 (July 10, 2006) (SR–
BSE–2006–29).
11 See Securities Exchange Act Release No. 54469
(September 19, 2006), 71 FR 56201 (September 26,
2006) (SR–BSE–2006–38).
12 See Securities Exchange Act Release No. 55139
(January 19, 2007), 72 FR 3448 (January 25, 2007)
(SR–BSE–2007–01).
13 See Securities Exchange Act Release No. 56014
(July 5, 2007), 72 FR 38104 (July 12, 2007) (SR–
BSE–2007–31).
14 See Securities Exchange Act Release No. 57195
(January 24, 2008), 73 FR 5610 (January 30, 2008)
(SR–BSE–2008–04).
15 See Securities Exchange Act Release No. 59311
(January 28, 2009), 74 FR 6071 (February 4, 2009)
(SR–BX–2009–007).
16 See Securities Exchange Act Release No. 59983
(May 27, 2009), 74 FR 26445 (June 2, 2009) (SR–
BX–2009–027).
17 See Securities Exchange Act Release No. 61065
(November 25, 2009), 74 FR 62860 (December 1,
2009) (SR–BX–2009–076).
18 See Securities Exchange Act Release No. 61577
(February 24, 2010), 75 FR 9464 (March 2, 2010)
(SR–BX–2010–017).
19 See Securities Exchange Act Release No. 61929
(April 16, 2010), 75 FR 21085 (April 22, 2010) (SR–
BX–2010–031).
20 In the event that a decision is not reached with
respect to the corresponding Exchange proposal
before December 31, 2010 the Exchange will
consider whether to submit another filing under
Rule 19b–4(f)(6) extending this rule and system
process.
E:\FR\FM\30JNN1.SGM
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]]>Agencies
[Federal Register Volume 75, Number 125 (Wednesday, June 30, 2010)]
[Notices]
[Pages 37861-37863]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-15822]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62358; File No. SR-NSX-2010-06]
Self-Regulatory Organizations; National Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Implement an Equity Rights Program
June 22, 2010.
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 June 15, 2010, National Stock Exchange, Inc. (``NSX[supreg]''
or ``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change, as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comment on the proposed
rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
NSX is proposing to implement an equity rights program pursuant to
which warrants may be purchased that would allow equity in the
Exchange's parent holding company to be acquired based on, among other
things, a participating ETP Holder's payment of an initial purchase
price for the warrants and achievement of certain liquidity adding
volume thresholds on the Exchange over a six month measuring period.
The text of the proposed rule change is available on the Exchange's
Web site at https://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
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
With this rule change, the Exchange is proposing to implement an
equity rights program pursuant to which warrants for common stock of
the Exchange's parent holding company, NSX Holdings, Inc.
(``Holdings''), will be issued to each ETP Holder who participates in
the program in exchange for such ETP Holder participant's initial cash
capital contribution of $250,000, and with such warrants being
exercisable upon the achievement by the participating ETP Holder of the
following liquidity adding volume thresholds (measured as a percentage
of total consolidated average daily volume) on the Exchange during a
six month measurement period commencing June 15, 2010:
----------------------------------------------------------------------------------------------------------------
Participating ETP holder's
liquidity adding ADV as % of total Participating ETP holder's total
consolidated ADV exercisable warrants
----------------------------------------------------------------------------------------------------------------
Tier 1:............................... > 15 basis points.................. 4,575
Tier 2:............................... > 25 and < 30 basis points......... 19,575
Tier 3:............................... > 30 and < 35 basis points......... 22,075
Tier 4:............................... > 35 and < 40 basis points......... 24,575
Tier 5:............................... > 40 basis points.................. 24,575 plus participation in bonus
pool.
----------------------------------------------------------------------------------------------------------------
For purposes of the program, the term ``Liquidity Adding ADV''
means, with respect to a participating ETP Holder, the number of shares
such ETP Holder has executed as a liquidity provider on average per
trading day (excluding partial trading days) across all tapes on NSX
for the measuring period in which the executions occurred. The term
``Total Consolidated ADV'' means average daily volume reported by all
exchanges and trade reporting facilities to the consolidated
transaction reporting plans for Tape A, B and C securities. For
purposes of calculating an ETP Holder's Liquidity Adding ADV as a
percentage of Total Consolidated ADV over the measuring period, the 10
days during the measuring period constituting that ETP Holder's lowest
ratio of liquidity adding volume to total consolidated volume will be
excluded. In addition, the number of shares executed by ETP Holders
under common ownership and control may be aggregated for purposes of
calculating average daily volumes.
Total Bonus Pool shares shall equal the number of warrant holders
achieving Tier 5 multiplied by 10,000. Each warrant holder eligible for
participation in the Bonus Pool shall be
[[Page 37862]]
entitled to exercise its Bonus Pool warrants for a number of Bonus Pool
shares determined by the following formula: number of shares in Bonus
Pool multiplied by a fraction, the numerator of which is the eligible
holder's Liquidity Adding ADV in excess of 40 basis points of Total
Consolidated ADV and the denominator of which is the total of all
eligible holders' Liquidity Adding ADV in excess of 40 basis points of
Total Consolidated ADV.
The maximum number of shares issued under the program will be
103,724. The number of shares that would otherwise be issued to warrant
holders if in excess of this limit will, at the time of warrant
exercise, be reduced for each warrant on a pro rata basis. Warrant
exercise will not be permitted to the extent that exercise would result
in a warrant holder's pro forma ownership in Holdings exceeding 19.9%
or any lower percentage cap that is applicable to such warrant holder
due to legal or regulatory limitations. The warrants are not
transferrable, and all shares issued pursuant to the terms of the
warrants are subject to ownership and voting limits and transfer
restrictions as stated in Holding's Certificate of Incorporation and
By-laws.
Each participating ETP Holder will also receive the option to
participate in any second rights program made by the Exchange and
Holdings covering a six month measuring period shortly following the
current measuring period, on the same terms and conditions as all other
participants in such program, but with the new cash contribution
required for participation in such program fixed at $250,000. All other
participants in any such second program will pay a cash contribution
that is the same for each such participant, in an amount that is based
on a determination made by Holdings at the time of announcement of any
such program.
Participants must have executed the definitive documentation
(including a Warrant Purchase Agreement) and tendered the minimum cash
investment by June 30, 2010. All program terms, rights and obligations
are subject to final documentation to be executed by participating ETP
Holders, which final documentation may contain terms that supplement
those summarized herein.
In addition to the payment of the purchase price and the execution
of the purchase agreement, participating ETP Holders must qualify as
``accredited investors'' (as such term is defined in Regulation D of
the Securities Act of 1933). All participating ETP Holders will
participate on the same terms, conditions and restrictions. This filing
shall not constitute an offer to sell or a solicitation of an offer to
buy securities.
Measurement Period and Notice
The Exchange intends to commence the six month measurement period
for the equity award program on June 15, 2010. The Exchange will
provide ETP Holders with notice of the implementation of this program
through the issuance of a Regulatory Circular and will post a copy of
this rule filing on the Exchange's Web site (https://www.nsx.com). Any
ETP Holder that is interested in participating in this program may
contact John J. McCoy, Chief Legal Officer of the Exchange, at (201)
499-1854, for more information and legal documentation. Execution among
the parties of a non-disclosure agreement regarding such additional
program information will be required.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) of the Act,\3\ in general, and
Section 6(b)(4) of the Act,\4\ in particular, in that it is designed to
provide for the equitable allocation of reasonable dues, fees and other
charges among its members and other persons using the facilities of the
Exchange. Moreover, the proposed rule change is not discriminatory in
that all ETP Holders are eligible to participate (or elect to not
participate) in the program on the same terms and conditions.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any inappropriate burden on competition.
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 written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The proposed rule change has taken effect upon filing pursuant to
Section 19(b)(3)(A)(ii) of the Act \5\ and subparagraph (f)(2) of Rule
19b-4 \6\ thereunder, because, as provided in (f)(2), it changes ``a
due, fee or other charge applicable only to a member'' (known on the
Exchange as an ETP Holder). At any time within sixty (60) days of the
filing of such proposed rule change, the Commission may summarily
abrogate such rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
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\5\ 15 U.S.C. 78s(b)(3)(A)(ii).
\6\ 17 CFR 240.19b-4.
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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
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 (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NSX-2010-06 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NSX-2010-06. 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing will also be available for
inspection and copying at the principal office of the self-regulatory
organization. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You
[[Page 37863]]
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-NSX-2010-06
and should be submitted on or before July 21, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-15822 Filed 6-29-10; 8:45 am]
BILLING CODE 8010-01-P
