Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule To Amend the BOX Options Exchange LLC Limited Liability Company Agreement and the BOX Holdings Group LLC Limited Liability Company Agreement, 39547-39551 [2012-16213]
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Federal Register / Vol. 77, No. 128 / Tuesday, July 3, 2012 / Notices
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 (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
10:00 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–ISE–
2012–58 and should be submitted on or
before July 24, 2012.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–16222 Filed 7–2–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67278; File No. SR–
NYSEAmex–2012–29]
srobinson on DSK4SPTVN1PROD with NOTICES
Self-Regulatory Organizations; NYSE
Amex LLC; Notice of Designation of a
Longer Period for Commission Action
on Proposed Rule Change Amending
Commentary .07 to NYSE Amex
Options Rule 904 To Eliminate Position
Limits for Options on the SPDR® S&P
500® Exchange-Traded Fund Which
List and Trade Under the Symbol SPY
June 27, 2012.
On May 2, 2012, NYSE Amex LLC
(‘‘NYSE Amex’’ or ‘‘Exchange’’) 1 filed
7 17
CFR 200.30–3(a)(12).
Amex now is known as ‘‘NYSEMKT.’’
The proposed rule change to which this notice
relates, however, was submitted before the name
change was implemented.
1 NYSE
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with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (the ‘‘Act’’) 2 and
Rule 19b–4 thereunder,3 a proposed rule
change to eliminate position limits for
options on the SPDR® S&P 500®
exchange-traded fund (‘‘SPY ETF’’),4
which list and trade under the symbol
SPY. The proposed rule change was
published for comment in the Federal
Register on May 18, 2012.5 The
Commission received no comments on
the proposal.
Section 19(b)(2) of the Act 6 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day for this filing
is July 2, 2012. The Commission is
extending this 45-day time period.
The Commission finds that it is
appropriate to designate a longer period
within which to take action on the
proposed rule change so that it has
sufficient time to consider the proposal.
Currently, Commentary .07 to NYSE
Amex Options Rule 904 imposes a
position limit for SPY options of
900,000 contracts on the same side of
the market. The proposal would amend
Commentary .07 to NYSE Amex Options
Rule 904 to eliminate position limits for
SPY options.
Accordingly, the Commission,
pursuant to Section 19(b)(2) of the Act,7
designates August 16, 2012, as the date
by which the Commission should either
approve or disapprove or institute
proceedings to determine whether to
disapprove the proposed rule change.
U.S.C. 78s(b)(1).
CFR 240.19b–4.
4 ‘‘SPDR®,’’ ‘‘Standard & Poor’s®,’’ ‘‘S&P®,’’ ‘‘S&P
500®,’’ and ‘‘Standard & Poor’s 500’’ are registered
trademarks of Standard & Poor’s Financial Services
LLC. The SPY ETF represents ownership in the
SPDR S&P 500 Trust, a unit investment trust that
generally corresponds to the price and yield
performance of the SPDR S&P 500 Index.
5 See Securities Exchange Act Release No. 66984
(May 14, 2012), 77 FR 29721 (May 18, 2012)
(‘‘Notice’’).
6 15 U.S.C. 78s(b)(2).
7 15 U.S.C. 78s(b)(2).
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2 15
3 17
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39547
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–16218 Filed 7–2–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67273; File No. SR–BOX–
2012–008]
Self-Regulatory Organizations; BOX
Options Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule To Amend the BOX
Options Exchange LLC Limited
Liability Company Agreement and the
BOX Holdings Group LLC Limited
Liability Company Agreement
June 27, 2012.
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,
2012, BOX Options Exchange LLC (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
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
each of the Limited Liability Company
Agreement of the Exchange (the
‘‘Exchange LLC Agreement’’) and the
Limited Liability Company Agreement
(the ‘‘BOX Holdings LLC Agreement’’)
of BOX Holdings Group LLC (‘‘BOX
Holdings’’), in connection with the
proposed acquisition of TMX Group
Inc., a company incorporated in
Ontario, Canada (‘‘TMX Group’’) by
Maple Group Acquisition Corporation, a
company incorporated in Ontario,
Canada (‘‘Maple’’). The text of the
proposed rule change is available from
the principal office of the Exchange, at
8 17
CFR 200.30–3(a)(31).
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).
1 15
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Federal Register / Vol. 77, No. 128 / Tuesday, July 3, 2012 / Notices
the Commission’s Public Reference
Room and also on the Exchange’s
Internet Web site at
www.boxexchange.com.
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.
srobinson on DSK4SPTVN1PROD with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On April 27, 2012, the Commission
granted the Exchange’s Application for
Registration as a National Securities
Exchange, including the adoption of the
Exchange LLC Agreement and the
adoption of the BOX Holdings LLC
Agreement.5
Currently, Montreal Exchange Inc., a
company incorporated in Quebec,
Canada (‘‘MX’’), is a direct subsidiary of
TMX Group. MX US 2, Inc., a Delaware
corporation and indirect, wholly owned
subsidiary of MX (‘‘MXUS2’’), holds a
40% Economic Percentage Interest (as
defined below) and 20% Voting
Percentage Interest (as defined below) in
the Exchange and a 53.83% ownership
interest in BOX Holdings. Accordingly,
MXUS2 is subject to, and a party to,
each of the Exchange LLC Agreement
and the BOX Holdings LLC Agreement.
The Exchange is submitting the
proposed rule change to the
Commission to amend each of the
Exchange LLC Agreement and the BOX
Holdings LLC Agreement pursuant to
the respective proposed Instruments of
Accession in connection with the
Acquisition (as defined below).
Maple’s investors comprise Alberta
Investment Management Corporation,
´ ˆ
Caisse de depot et placement du
´
Quebec, Canada Pension Plan
Investment Board, CIBC World Markets
Inc., Desjardins Financial Corporation,
Dundee Capital Markets Inc., Fonds de
5 See Securities Exchange Act Release No. 66871
(April 27, 2012) 77 FR 26323 (May 3, 2012) (File
10–206) (granting the application of BOX Options
Exchange LLC for registration as a National
Securities Exchange).
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´
´
solidarite des travailleurs du Quebec
(F.T.Q.), GMP Capital Inc., The
Manufacturers Life Insurance Company,
National Bank Financial & Co. Inc.,
Ontario Teachers’ Pension Plan Board,
Scotia Capital Inc. and TD Securities
Inc. (collectively, the ‘‘Investors’’). All
of the Investors or their respective
affiliates currently own common shares
of Maple (the ‘‘Maple Shares’’). Each of
the Investors currently owns less than
12% of Maple. The Maple Shares are
currently privately held, not listed on
any recognized exchange and not
qualified for public distribution.
However, after the completion of the
second step of the Acquisition, the
Maple Shares will be freely tradable
(subject to 5-year contractual standstill
arrangements to which some of the
Investors have agreed to comply) and
will be listed for trading on Toronto
Stock Exchange. Following the
Acquisition, each of the Investors will
own less than 9% of Maple and current
shareholders of TMX Group will own at
least 26% of Maple.
The Acquisition will be effected in
two steps: (1) an offer (the ‘‘Offer’’) by
Maple to the shareholders of TMX
Group to exchange a minimum of 70%
and a maximum of 80% of the
outstanding common shares of TMX
Group (‘‘TMX Group Shares’’) for cash,
and (2) a subsequent transaction
pursuant to a court-approved ‘‘plan of
arrangement’’ 6 whereby TMX Group
shareholders whose TMX Group Shares
have not been acquired under the Offer
will receive Maple Shares in exchange
for their TMX Group Shares (the
‘‘Subsequent Arrangement’’, and
collectively with the Offer, the
‘‘Acquisition’’). The Offer is set to
expire on July 31, 2012, unless extended
in accordance with the terms thereof
and, subject to the terms and the
conditions of the Offer, Maple will pay
for TMX Group Shares validly deposited
under the Offer and not properly
withdrawn, within ten days after the
expiration of the Offer. If the Offer is
successful, Maple will use its best
efforts to complete the Subsequent
Arrangement within 35 days after the
expiration of the Offer.
As a result of the Acquisition, if
successful, TMX Group will become a
direct, wholly owned subsidiary of
Maple. Consequently, MXUS2
6 A ‘‘plan of arrangement’’ is a statutory
procedure available under the Business
Corporations Act (Ontario) as well as under the
Canada Business Corporations Act and other
provincial business corporations statutes. Where a
corporation wishes to combine (or to make any
other ‘‘fundamental change’’) but cannot achieve
the result it wants under another section of the
statute, it can apply to the court for an order
approving a proposed ‘‘plan of arrangement’’.
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(including MXUS2’s 40% Economic
Percentage Interest and 20% Voting
Percentage Interest in the Exchange and
MXUS2’s 53.83% ownership interest in
BOX Holdings LLC) will become an
indirect, wholly owned subsidiary of
Maple. The Offer is subject to several
conditions, including certain regulatory
approvals, including, but not limited to,
certain approvals from the Ontario
´
Securities Commission, Autorite des
´
´
marches financiers (Quebec), Alberta
Securities Commission, British
Columbia Securities Commission,
Competition Bureau (Canada) and the
Commission.
Maple has developed a preliminary
business plan that it anticipates would
be implemented upon completion of the
Acquisition. The operations of each of
MX and TMX Group will continue to be
located in the same province in which
it is currently located, and each will
remain subject to its existing regulatory
framework and oversight, including any
changes to the recognition orders
governing MX and TMX Group and
additional undertakings that may be
required by Canadian securities
regulators as a condition of approving
the Acquisition. MXUS2’s management
of its ownership interests in each of the
Exchange and BOX Holdings will
remain essentially unaffected by the
Acquisition. Ownership of interests in
the Exchange and BOX Holdings
through TMX Group, MX and MXUS2
will not be affected by the Acquisition
and the ability of TMX Group, MX and
MXUS2 to influence the Exchange and
BOX Holdings will not change as a
result of, the Acquisition.
Pursuant to Section 7.3(h) of the
Exchange LLC Agreement, as previously
approved by the Commission, the
Exchange is required to amend the
Exchange LLC Agreement to make a
Controlling Person 7 a party to the
Exchange LLC Agreement if such
Controlling Person establishes a
Controlling Interest 8 in any member of
the Exchange that, alone or together
with any Related Persons 9 of such
7 A ‘‘Controlling Person’’ is defined as ‘‘a Person
who, alone or together with any Related Persons of
such Person, holds a controlling interest in [an
Exchange] Member.’’ See Section 7.3(h)(v)(B),
Exchange LLC Agreement.
8 A ‘‘Controlling Interest’’ is defined as ‘‘the direct
or indirect ownership of 25% or more of the total
voting power of all equity securities of [an
Exchange] Member (other than voting rights solely
with respect to matters affecting the rights,
preferences, or privileges of a particular class of
equity securities), by any Person, alone or together
with any Related Persons of such Person.’’ See
Section 7.3(h)(v)(A), Exchange LLC Agreement.
9 A ‘‘Related Person’’ is defined as, ‘‘with respect
to any Person: (A) Any Affiliate of such Person; (B)
any other Person with which such first Person has
any agreement, arrangement or understanding
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member of the Exchange, holds an
Economic Percentage Interest 10 or
Voting Percentage Interest 11 in the
Exchange equal to or greater than
20%.12 Therefore, since Maple is
acquiring a Controlling Interest in TMX
(whether or not in writing) to act together for the
purpose of acquiring, voting, holding or disposing
of Units; (C) in the case of a Person that is a
company, corporation or similar entity, any
executive officer (as defined under Rule 3b–7 under
the Exchange Act) or director of such Person and,
in the case of a Person that is a partnership or
limited liability company, any general partner,
managing member or manager of such Person, as
applicable; (D) in the case of any BOX Options
Participant who is at the same time a broker-dealer,
any Person that is associated with the BOX Options
Participant (as determined using the definition of
‘‘person associated with a member’’ as defined
under Section 3(a)(21) of the Exchange Act); (E) in
the case of a Person that is a natural person and a
BOX Options Participant, any broker or dealer that
is also a BOX Options Participant with which such
Person is associated; (F) 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 the Exchange or any of its parents or
subsidiaries; (G) in the case of a Person that is an
executive officer (as defined under Rule 3b–7 under
the Exchange Act) or a director of a company,
corporation or similar entity, such company,
corporation or entity, as applicable; and (H) in the
case of a Person that is a general partner, managing
member or manager of a partnership or limited
liability company, such partnership or limited
liability company, as applicable.’’ See Section 1.1,
Exchange LLC Agreement.
An ‘‘Affiliate’’ is defined as, ‘‘with respect to any
Person, any other Person controlling, controlled by
or under common control with, such Person. As
used in this definition, the term ‘‘control’’ means
the possession, directly or indirectly, of the power
to direct or cause the direction of the management
and policies of a Person, whether through the
ownership of voting securities, by contract or
otherwise with respect to such Person. A Person is
presumed to control any other Person, if that
Person: (i) Is a director, general partner, or officer
exercising executive responsibility (or having
similar status or performing similar functions); (ii)
directly or indirectly has the right to vote 25
percent or more of a class of voting security or has
the power to sell or direct the sale of 25 percent
or more of a class of voting securities of the Person;
or (iii) in the case of a partnership, has contributed,
or has the right to receive upon dissolution, 25
percent or more of the capital of the partnership.’’
See Section 1.1, Exchange LLC Agreement.
A ‘‘BOX Options Participant’’ is defined as, ‘‘a
firm or organization that is registered with the
Exchange pursuant to the 2000 Series of the BOX
Rules for purposes of participating in options
Trading on the BOX Market as an order flow
provider or market maker.’’ See Section 1.1,
Exchange LLC Agreement.
10 The ‘‘Economic Percentage Interest’’ is defined
as ‘‘the ratio of the number of Economic Units held
by the [Exchange] Member, directly or indirectly, of
record or beneficially, to the total of all of the
issued and outstanding Economic Units held by
[Exchange] Members, expressed as a percentage.’’
See Section 1.1, Exchange LLC Agreement.
11 The ‘‘Voting Percentage Interest’’ is defined as
‘‘the ratio of the number of Voting Units held by
the [Exchange] Member, directly or indirectly, of
record or beneficially, to the total of all of the
issued and outstanding Voting Units held by
[Exchange] Members, expressed as a percentage.’’
See Section 1.1, Exchange LLC Agreement.
12 See Section 7.3(h)(i), Exchange LLC Agreement.
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Group, whose wholly owned indirect
subsidiary, MXUS2, owns a 40%
Economic Percentage Interest and a 20%
Voting Percentage Interest in the
Exchange, Maple, as a Controlling
Person, is required to be, and will
become, a party to the Exchange LLC
Agreement pursuant to the proposed
Exchange Instrument of Accession. As a
result, Maple will agree to abide by all
the provisions of the Exchange LLC
Agreement, including those provisions
requiring submission to the jurisdiction
of the Commission.13 The Exchange
proposes to make this proposal
operative upon the successful
completion of the Offer, which is
currently scheduled to expire on July
31, 2012.
Pursuant to Section 7.4(g) of the BOX
Holdings LLC Agreement, as previously
approved by the Commission, BOX
Holdings is required to amend the BOX
Holdings LLC Agreement to make a
Controlling Person 14 a party to the BOX
Holdings LLC Agreement if such
Controlling Person establishes a
Controlling Interest 15 in any member of
BOX Holdings that, alone or together
with any Related Persons 16 of such
13 The Exchange LLC Agreement states, in part,
that ‘‘the [Exchange] Members and the officers,
directors, employees and agents of each, by virtue
of their acceptance of such positions, shall be
deemed to irrevocably submit to the jurisdiction of
the U.S. federal courts and the SEC, for the
purposes of any suit, action or proceeding pursuant
to U.S. federal securities laws, the rules or
regulations thereunder, arising out of, or relating to,
activities of the Exchange or this Section 18.6,
(except that such jurisdictions shall also include
Delaware state courts for any such matter relating
to the organization or internal affairs of the
Exchange) and 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 they are not personally subject to
the jurisdiction of the U.S. federal courts, the SEC
or Delaware state courts, as applicable, 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 hereof may not
be enforced in or by such courts or agency.’’ See
Section 18.6(b), Exchange LLC Agreement.
14 A ‘‘Controlling Person’’ is defined as ‘‘a Person
who, alone or together with any Related Persons of
such Person, holds a controlling interest in [a BOX
Holdings] Member.’’ See Section 7.4(g)(v)(B), BOX
Holdings LLC Agreement.
15 A ‘‘Controlling Interest’’ is defined as ‘‘the
direct or indirect ownership of 25% or more of the
total voting power of all equity securities of a[n
Exchange] Member (other than voting rights solely
with respect to matters affecting the rights,
preferences, or privileges of a particular class of
equity securities), by any Person, alone or together
with any Related Persons of such Person.’’ See
Section 7.4(g)(v)(A), BOX Holdings LLC Agreement.
16 A ‘‘Related Person’’ is defined as, ‘‘with respect
to any Person: (A) Any Affiliate of such Person; (B)
any other Person with which such first 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 Units; (C) in the case of a Person that is a
company, corporation or similar entity, any
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39549
member of BOX Holdings, holds a
Percentage Interest 17 in BOX Holdings
equal to or greater than 20%.18
Therefore, since Maple is acquiring a
Controlling Interest in TMX Group,
whose wholly owned indirect
subsidiary, MXUS2, owns a 53.83%
ownership interest in BOX Holdings,
Maple, as a Controlling Person, is
required to be, and will become, a party
to the BOX Holdings LLC Agreement
pursuant to the proposed BOX Holdings
Instrument of Accession. As a result,
Maple will agree to abide by all the
provisions of the BOX Holdings LLC
executive officer (as defined under Rule 3b–7 under
the Exchange Act) or director of such Person and,
in the case of a Person that is a partnership or
limited liability company, any general partner,
managing member or manager of such Person, as
applicable; (D) in the case of any BOX Options
Participant who is at the same time a broker-dealer,
any Person that is associated with the BOX Options
Participant (as determined using the definition of
‘‘person associated with a member’’ as defined
under Section 3(a)(21) of the Exchange Act); (E) in
the case of a Person that is a natural person and a
BOX Options Participant, any broker or dealer that
is also a BOX Options Participant with which such
Person is associated; (F) 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 the Exchange or any of its parents or
subsidiaries; (G) in the case of a Person that is an
executive officer (as defined under Rule 3b–7 under
the Exchange Act) or a director of a company,
corporation or similar entity, such company,
corporation or entity, as applicable; and (H) in the
case of a Person that is a general partner, managing
member or manager of a partnership or limited
liability company, such partnership or limited
liability company, as applicable.’’ See Section 1.1,
BOX Holdings LLC Agreement.
An ‘‘Affiliate’’ is defined as, ‘‘with respect to any
Person, any other Person controlling, controlled by
or under common control with, such Person. As
used in this definition, the term ‘‘control’’ means
the possession, directly or indirectly, of the power
to direct or cause the direction of the management
and policies of a Person, whether through the
ownership of voting securities, by contract or
otherwise with respect to such Person. A Person is
presumed to control any other Person, if that
Person: (i) Is a director, general partner, or officer
exercising executive responsibility (or having
similar status or performing similar functions); (ii)
directly or indirectly has the right to vote 25
percent or more of a class of voting security or has
the power to sell or direct the sale of 25 percent
or more of a class of voting securities of the Person;
or (iii) in the case of a partnership, has contributed,
or has the right to receive upon dissolution, 25
percent or more of the capital of the partnership.’’
See Section 1.1, BOX Holdings LLC Agreement.
A ‘‘BOX Options Participant’’ is defined as, ‘‘a
firm or organization that is registered with the
Exchange pursuant to the 2000 Series of the BOX
Rules for purposes of participating in options
Trading on the BOX Market as an order flow
provider or market maker.’’ See Section 1.1, BOX
Holdings LLC Agreement.
17 ‘‘Percentage Interest’’ is defined as ‘‘the ratio of
the number of Units held by the Member to the total
of all of the issued Units, expressed as a percentage
and determined with respect to each class of Units,
whenever applicable.’’ See Section 1.1, BOX
Holdings LLC Agreement.
18 See Section 7.4(g)(i), BOX Holdings LLC
Agreement.
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Agreement, including those provisions
requiring submission to the submission
to the jurisdiction of the Commission.19
BOX Holdings proposes to make this
proposal operative upon the successful
completion of the Offer, which is
currently scheduled to expire on July
31, 2012.
For the reasons stated above, the
Exchange is submitting to the
Commission the proposed Instruments
of Accession to each of the Exchange
LLC Agreement and the BOX Holdings
LLC Agreement as a rule change.
srobinson on DSK4SPTVN1PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
proposal is consistent with the
requirements of Section 6(b) of the
Act,20 in general, and furthers the
objectives of Section 6(b)(1),21 in
particular, in that it enables the
Exchange to be so organized so as to
have the capacity to be able to carry out
the purposes of the Act and to comply,
and to enforce compliance by its
exchange members and persons
associated with its exchange members,
with the provisions of the Act, the rules
and regulations thereunder, and the
rules of the Exchange. The Exchange
also believes that this filing furthers the
objectives of Section 6(b)(5) of the Act 22
in that it is designed to facilitate
transactions in securities, 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
19 The BOX Holdings LLC Agreement states, in
part, that ‘‘the [BOX Holdings] Members and the
officers, directors, employees and agents of each, by
virtue of their acceptance of such positions, shall
be deemed to irrevocably submit to the jurisdiction
of the U.S. federal courts, the SEC and the
Exchange, for the purposes of any suit, action or
proceeding pursuant to U.S. federal securities laws,
the rules or regulations thereunder, arising out of,
or relating to, activities of the Exchange and BOX
Market or Section 11.1 or this Section 18.6, (except
that such jurisdictions shall also include Delaware
state courts for any such matter relating to the
organization or internal affairs of BOX Holdings)
and 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 they are not personally subject to the
jurisdiction of the U.S. federal courts, the SEC, the
Exchange or Delaware state courts, as applicable,
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 hereof may not be enforced in or by such
courts or agency.’’ See Section 18.6(a), BOX
Holdings LLC Agreement.
20 15 U.S.C. 78f(b).
21 15 U.S.C. 78f(b)(5).
22 15 U.S.C. 78f(b)(5).
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open market and a national market
system, and in general, to protect
investors and the public interest.
Additionally, the Exchange notes that
the provisions of the Exchange LLC
Agreement, together with the provisions
of the BOX Holdings LLC Agreement,
each previously approved by the
Commission, provide a framework for
addressing the Acquisition.
Accordingly, the Exchange believes the
Acquisition does not present any novel
issues that have not been anticipated
and addressed by the Exchange LLC
Agreement and the BOX Holdings LLC
Agreement.
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 from members,
participants or others on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 for 30 days after the date of
the filing, or such shorter time as the
Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 23 and Rule 19b–
4(f)(6) 24 thereunder.
The Exchange has asked the
Commission to waive the 30-day
operative delay.25 The Commission
believes that waiver of the operative
delay is consistent with the protection
of investors and the public interest
because the Acquisition does not
present any novel issues that have not
been anticipated and addressed by the
Exchange LLC Agreement and the BOX
Holdings LLC Agreement. Accordingly,
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
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.
25 17 CFR 240.19b–4(f)(6)(iii).
PO 00000
23 15
24 17
Frm 00088
Fmt 4703
Sfmt 4703
the Commission designates the proposal
operative upon filing.26
At any time within 60 days of the
filing of the 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–BOX–2012–008 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–BOX–2012–008. 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 (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
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
26 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule change’s impact on efficiency,
competition, and capital formation. 15 U.S.C. 78c(f).
E:\FR\FM\03JYN1.SGM
03JYN1
Federal Register / Vol. 77, No. 128 / Tuesday, July 3, 2012 / Notices
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–BOX–
2012–008 and should be submitted on
or before July 24, 2012.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.27
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–16213 Filed 7–2–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67285; File No. SR–
NASDAQ–2012–074]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Terminate
Revenue Sharing Agreement and
Delete Associated Fee Schedule
June 27, 2012.
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 22,
2012, The NASDAQ Stock Market LLC
(‘‘NASDAQ’’ or ‘‘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 Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
srobinson on DSK4SPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes a rule change
to terminate a revenue sharing program
with Correlix, Inc. (‘‘Correlix’’), and
delete the associated fees set forth in
NASDAQ Rule 7034(e). The text of the
proposed rule change is available at
https://nasdaq.cchwallstreet.com, at the
Exchange’s principal office, and at the
Commission’s Public Reference Room.
27 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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16:27 Jul 02, 2012
Jkt 226001
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 aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to eliminate
its revenue-sharing program with
Correlix, which was adopted to provide
users of the NASDAQ Market Center
real-time analytical tools to measure the
latency of orders to and from that
system. In 2010, NASDAQ entered into
an agreement with Correlix, under
which NASDAQ would receive 30% of
the total monthly subscription fees
received by Correlix from parties who
contracted directly with Correlix to use
its RaceTeam latency measurement
service for the NASDAQ Market Center.
The Commission approved a one-time
60-day free trial period for parties
wishing to evaluate the Correlix
RaceTeam offering,3 and thereafter
approved codification in NASDAQ’s
rules of fees imposed by Correlix, as
well as a modification of the free trial
period so that all parties would be
eligible for one free 60-day trial period
whenever they initially elected to sign
up for the service.4
The Exchange proposes to terminate
the revenue sharing relationship with
Correlix due to the lack of customer
interest in the measurement tools
offered. It also proposes to delete from
the rulebook the listing of fees for the
service, so as to eliminate any confusion
on the part of customers.
2. Statutory Basis
NASDAQ believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,5 in
general, and with Section 6(b)(5) of the
3 See Exchange Act Release No. 62605; (July 30,
2010) 75 FR 47651 (August 6, 2010) (SR–NASDAQ–
2010–068).
4 See Exchange Act Release No. 63218 (November
1, 2010) 75 FR 68385 (November 5, 2010) (SR–
NASDAQ–2010–140).
5 15 U.S.C. 78f.
PO 00000
Frm 00089
Fmt 4703
Sfmt 4703
39551
Act,6 in particular, in that the proposal
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. Specifically, NASDAQ
believes ending the revenue share [sic]
agreement and eliminating the fee
schedule for a product that customers
have not chosen to utilize is responsive
to market participants and eliminates
confusion about offered products.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
Specifically, the Exchange believes that
terminating the revenue sharing
agreement and deleting the fee schedule
in the rulebook will not burden
competition since the latency
measurement tools are not currently
being used by any customers.
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
Because the foregoing 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 for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 7 and Rule 19b–
4(f)(6) thereunder.8
6 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(3)(A).
8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change at least five business days
prior to the date of the filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
7 15
E:\FR\FM\03JYN1.SGM
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]]>Agencies
[Federal Register Volume 77, Number 128 (Tuesday, July 3, 2012)]
[Notices]
[Pages 39547-39551]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-16213]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67273; File No. SR-BOX-2012-008]
Self-Regulatory Organizations; BOX Options Exchange LLC; Notice
of Filing and Immediate Effectiveness of Proposed Rule To Amend the BOX
Options Exchange LLC Limited Liability Company Agreement and the BOX
Holdings Group LLC Limited Liability Company Agreement
June 27, 2012.
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, 2012, BOX Options Exchange LLC (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 change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 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).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend each of the Limited Liability
Company Agreement of the Exchange (the ``Exchange LLC Agreement'') and
the Limited Liability Company Agreement (the ``BOX Holdings LLC
Agreement'') of BOX Holdings Group LLC (``BOX Holdings''), in
connection with the proposed acquisition of TMX Group Inc., a company
incorporated in Ontario, Canada (``TMX Group'') by Maple Group
Acquisition Corporation, a company incorporated in Ontario, Canada
(``Maple''). The text of the proposed rule change is available from the
principal office of the Exchange, at
[[Page 39548]]
the Commission's Public Reference Room and also on the Exchange's
Internet Web site at www.boxexchange.com.
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 April 27, 2012, the Commission granted the Exchange's
Application for Registration as a National Securities Exchange,
including the adoption of the Exchange LLC Agreement and the adoption
of the BOX Holdings LLC Agreement.\5\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 66871 (April 27,
2012) 77 FR 26323 (May 3, 2012) (File 10-206) (granting the
application of BOX Options Exchange LLC for registration as a
National Securities Exchange).
---------------------------------------------------------------------------
Currently, Montreal Exchange Inc., a company incorporated in
Quebec, Canada (``MX''), is a direct subsidiary of TMX Group. MX US 2,
Inc., a Delaware corporation and indirect, wholly owned subsidiary of
MX (``MXUS2''), holds a 40% Economic Percentage Interest (as defined
below) and 20% Voting Percentage Interest (as defined below) in the
Exchange and a 53.83% ownership interest in BOX Holdings. Accordingly,
MXUS2 is subject to, and a party to, each of the Exchange LLC Agreement
and the BOX Holdings LLC Agreement.
The Exchange is submitting the proposed rule change to the
Commission to amend each of the Exchange LLC Agreement and the BOX
Holdings LLC Agreement pursuant to the respective proposed Instruments
of Accession in connection with the Acquisition (as defined below).
Maple's investors comprise Alberta Investment Management
Corporation, Caisse de d[eacute]p[ocirc]t et placement du
Qu[eacute]bec, Canada Pension Plan Investment Board, CIBC World Markets
Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc.,
Fonds de solidarit[eacute] des travailleurs du Qu[eacute]bec (F.T.Q.),
GMP Capital Inc., The Manufacturers Life Insurance Company, National
Bank Financial & Co. Inc., Ontario Teachers' Pension Plan Board, Scotia
Capital Inc. and TD Securities Inc. (collectively, the ``Investors'').
All of the Investors or their respective affiliates currently own
common shares of Maple (the ``Maple Shares''). Each of the Investors
currently owns less than 12% of Maple. The Maple Shares are currently
privately held, not listed on any recognized exchange and not qualified
for public distribution. However, after the completion of the second
step of the Acquisition, the Maple Shares will be freely tradable
(subject to 5-year contractual standstill arrangements to which some of
the Investors have agreed to comply) and will be listed for trading on
Toronto Stock Exchange. Following the Acquisition, each of the
Investors will own less than 9% of Maple and current shareholders of
TMX Group will own at least 26% of Maple.
The Acquisition will be effected in two steps: (1) an offer (the
``Offer'') by Maple to the shareholders of TMX Group to exchange a
minimum of 70% and a maximum of 80% of the outstanding common shares of
TMX Group (``TMX Group Shares'') for cash, and (2) a subsequent
transaction pursuant to a court-approved ``plan of arrangement'' \6\
whereby TMX Group shareholders whose TMX Group Shares have not been
acquired under the Offer will receive Maple Shares in exchange for
their TMX Group Shares (the ``Subsequent Arrangement'', and
collectively with the Offer, the ``Acquisition''). The Offer is set to
expire on July 31, 2012, unless extended in accordance with the terms
thereof and, subject to the terms and the conditions of the Offer,
Maple will pay for TMX Group Shares validly deposited under the Offer
and not properly withdrawn, within ten days after the expiration of the
Offer. If the Offer is successful, Maple will use its best efforts to
complete the Subsequent Arrangement within 35 days after the expiration
of the Offer.
---------------------------------------------------------------------------
\6\ A ``plan of arrangement'' is a statutory procedure available
under the Business Corporations Act (Ontario) as well as under the
Canada Business Corporations Act and other provincial business
corporations statutes. Where a corporation wishes to combine (or to
make any other ``fundamental change'') but cannot achieve the result
it wants under another section of the statute, it can apply to the
court for an order approving a proposed ``plan of arrangement''.
---------------------------------------------------------------------------
As a result of the Acquisition, if successful, TMX Group will
become a direct, wholly owned subsidiary of Maple. Consequently, MXUS2
(including MXUS2's 40% Economic Percentage Interest and 20% Voting
Percentage Interest in the Exchange and MXUS2's 53.83% ownership
interest in BOX Holdings LLC) will become an indirect, wholly owned
subsidiary of Maple. The Offer is subject to several conditions,
including certain regulatory approvals, including, but not limited to,
certain approvals from the Ontario Securities Commission,
Autorit[eacute] des march[eacute]s financiers (Qu[eacute]bec), Alberta
Securities Commission, British Columbia Securities Commission,
Competition Bureau (Canada) and the Commission.
Maple has developed a preliminary business plan that it anticipates
would be implemented upon completion of the Acquisition. The operations
of each of MX and TMX Group will continue to be located in the same
province in which it is currently located, and each will remain subject
to its existing regulatory framework and oversight, including any
changes to the recognition orders governing MX and TMX Group and
additional undertakings that may be required by Canadian securities
regulators as a condition of approving the Acquisition. MXUS2's
management of its ownership interests in each of the Exchange and BOX
Holdings will remain essentially unaffected by the Acquisition.
Ownership of interests in the Exchange and BOX Holdings through TMX
Group, MX and MXUS2 will not be affected by the Acquisition and the
ability of TMX Group, MX and MXUS2 to influence the Exchange and BOX
Holdings will not change as a result of, the Acquisition.
Pursuant to Section 7.3(h) of the Exchange LLC Agreement, as
previously approved by the Commission, the Exchange is required to
amend the Exchange LLC Agreement to make a Controlling Person \7\ a
party to the Exchange LLC Agreement if such Controlling Person
establishes a Controlling Interest \8\ in any member of the Exchange
that, alone or together with any Related Persons \9\ of such
[[Page 39549]]
member of the Exchange, holds an Economic Percentage Interest \10\ or
Voting Percentage Interest \11\ in the Exchange equal to or greater
than 20%.\12\ Therefore, since Maple is acquiring a Controlling
Interest in TMX Group, whose wholly owned indirect subsidiary, MXUS2,
owns a 40% Economic Percentage Interest and a 20% Voting Percentage
Interest in the Exchange, Maple, as a Controlling Person, is required
to be, and will become, a party to the Exchange LLC Agreement pursuant
to the proposed Exchange Instrument of Accession. As a result, Maple
will agree to abide by all the provisions of the Exchange LLC
Agreement, including those provisions requiring submission to the
jurisdiction of the Commission.\13\ The Exchange proposes to make this
proposal operative upon the successful completion of the Offer, which
is currently scheduled to expire on July 31, 2012.
---------------------------------------------------------------------------
\7\ A ``Controlling Person'' is defined as ``a Person who, alone
or together with any Related Persons of such Person, holds a
controlling interest in [an Exchange] Member.'' See Section
7.3(h)(v)(B), Exchange LLC Agreement.
\8\ A ``Controlling Interest'' is defined as ``the direct or
indirect ownership of 25% or more of the total voting power of all
equity securities of [an Exchange] Member (other than voting rights
solely with respect to matters affecting the rights, preferences, or
privileges of a particular class of equity securities), by any
Person, alone or together with any Related Persons of such Person.''
See Section 7.3(h)(v)(A), Exchange LLC Agreement.
\9\ A ``Related Person'' is defined as, ``with respect to any
Person: (A) Any Affiliate of such Person; (B) any other Person with
which such first 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 Units; (C) in
the case of a Person that is a company, corporation or similar
entity, any executive officer (as defined under Rule 3b-7 under the
Exchange Act) or director of such Person and, in the case of a
Person that is a partnership or limited liability company, any
general partner, managing member or manager of such Person, as
applicable; (D) in the case of any BOX Options Participant who is at
the same time a broker-dealer, any Person that is associated with
the BOX Options Participant (as determined using the definition of
``person associated with a member'' as defined under Section
3(a)(21) of the Exchange Act); (E) in the case of a Person that is a
natural person and a BOX Options Participant, any broker or dealer
that is also a BOX Options Participant with which such Person is
associated; (F) 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 the Exchange or any of its parents or subsidiaries; (G)
in the case of a Person that is an executive officer (as defined
under Rule 3b-7 under the Exchange Act) or a director of a company,
corporation or similar entity, such company, corporation or entity,
as applicable; and (H) in the case of a Person that is a general
partner, managing member or manager of a partnership or limited
liability company, such partnership or limited liability company, as
applicable.'' See Section 1.1, Exchange LLC Agreement.
An ``Affiliate'' is defined as, ``with respect to any Person,
any other Person controlling, controlled by or under common control
with, such Person. As used in this definition, the term ``control''
means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise with respect to such Person. A Person is presumed to
control any other Person, if that Person: (i) Is a director, general
partner, or officer exercising executive responsibility (or having
similar status or performing similar functions); (ii) directly or
indirectly has the right to vote 25 percent or more of a class of
voting security or has the power to sell or direct the sale of 25
percent or more of a class of voting securities of the Person; or
(iii) in the case of a partnership, has contributed, or has the
right to receive upon dissolution, 25 percent or more of the capital
of the partnership.'' See Section 1.1, Exchange LLC Agreement.
A ``BOX Options Participant'' is defined as, ``a firm or
organization that is registered with the Exchange pursuant to the
2000 Series of the BOX Rules for purposes of participating in
options Trading on the BOX Market as an order flow provider or
market maker.'' See Section 1.1, Exchange LLC Agreement.
\10\ The ``Economic Percentage Interest'' is defined as ``the
ratio of the number of Economic Units held by the [Exchange] Member,
directly or indirectly, of record or beneficially, to the total of
all of the issued and outstanding Economic Units held by [Exchange]
Members, expressed as a percentage.'' See Section 1.1, Exchange LLC
Agreement.
\11\ The ``Voting Percentage Interest'' is defined as ``the
ratio of the number of Voting Units held by the [Exchange] Member,
directly or indirectly, of record or beneficially, to the total of
all of the issued and outstanding Voting Units held by [Exchange]
Members, expressed as a percentage.'' See Section 1.1, Exchange LLC
Agreement.
\12\ See Section 7.3(h)(i), Exchange LLC Agreement.
\13\ The Exchange LLC Agreement states, in part, that ``the
[Exchange] Members and the officers, directors, employees and agents
of each, by virtue of their acceptance of such positions, shall be
deemed to irrevocably submit to the jurisdiction of the U.S. federal
courts and the SEC, for the purposes of any suit, action or
proceeding pursuant to U.S. federal securities laws, the rules or
regulations thereunder, arising out of, or relating to, activities
of the Exchange or this Section 18.6, (except that such
jurisdictions shall also include Delaware state courts for any such
matter relating to the organization or internal affairs of the
Exchange) and 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 they are not personally subject to the
jurisdiction of the U.S. federal courts, the SEC or Delaware state
courts, as applicable, 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 hereof may not be
enforced in or by such courts or agency.'' See Section 18.6(b),
Exchange LLC Agreement.
---------------------------------------------------------------------------
Pursuant to Section 7.4(g) of the BOX Holdings LLC Agreement, as
previously approved by the Commission, BOX Holdings is required to
amend the BOX Holdings LLC Agreement to make a Controlling Person \14\
a party to the BOX Holdings LLC Agreement if such Controlling Person
establishes a Controlling Interest \15\ in any member of BOX Holdings
that, alone or together with any Related Persons \16\ of such member of
BOX Holdings, holds a Percentage Interest \17\ in BOX Holdings equal to
or greater than 20%.\18\ Therefore, since Maple is acquiring a
Controlling Interest in TMX Group, whose wholly owned indirect
subsidiary, MXUS2, owns a 53.83% ownership interest in BOX Holdings,
Maple, as a Controlling Person, is required to be, and will become, a
party to the BOX Holdings LLC Agreement pursuant to the proposed BOX
Holdings Instrument of Accession. As a result, Maple will agree to
abide by all the provisions of the BOX Holdings LLC
[[Page 39550]]
Agreement, including those provisions requiring submission to the
submission to the jurisdiction of the Commission.\19\ BOX Holdings
proposes to make this proposal operative upon the successful completion
of the Offer, which is currently scheduled to expire on July 31, 2012.
---------------------------------------------------------------------------
\14\ A ``Controlling Person'' is defined as ``a Person who,
alone or together with any Related Persons of such Person, holds a
controlling interest in [a BOX Holdings] Member.'' See Section
7.4(g)(v)(B), BOX Holdings LLC Agreement.
\15\ A ``Controlling Interest'' is defined as ``the direct or
indirect ownership of 25% or more of the total voting power of all
equity securities of a[n Exchange] Member (other than voting rights
solely with respect to matters affecting the rights, preferences, or
privileges of a particular class of equity securities), by any
Person, alone or together with any Related Persons of such Person.''
See Section 7.4(g)(v)(A), BOX Holdings LLC Agreement.
\16\ A ``Related Person'' is defined as, ``with respect to any
Person: (A) Any Affiliate of such Person; (B) any other Person with
which such first 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 Units; (C) in
the case of a Person that is a company, corporation or similar
entity, any executive officer (as defined under Rule 3b-7 under the
Exchange Act) or director of such Person and, in the case of a
Person that is a partnership or limited liability company, any
general partner, managing member or manager of such Person, as
applicable; (D) in the case of any BOX Options Participant who is at
the same time a broker-dealer, any Person that is associated with
the BOX Options Participant (as determined using the definition of
``person associated with a member'' as defined under Section
3(a)(21) of the Exchange Act); (E) in the case of a Person that is a
natural person and a BOX Options Participant, any broker or dealer
that is also a BOX Options Participant with which such Person is
associated; (F) 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 the Exchange or any of its parents or subsidiaries; (G)
in the case of a Person that is an executive officer (as defined
under Rule 3b-7 under the Exchange Act) or a director of a company,
corporation or similar entity, such company, corporation or entity,
as applicable; and (H) in the case of a Person that is a general
partner, managing member or manager of a partnership or limited
liability company, such partnership or limited liability company, as
applicable.'' See Section 1.1, BOX Holdings LLC Agreement.
An ``Affiliate'' is defined as, ``with respect to any Person,
any other Person controlling, controlled by or under common control
with, such Person. As used in this definition, the term ``control''
means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise with respect to such Person. A Person is presumed to
control any other Person, if that Person: (i) Is a director, general
partner, or officer exercising executive responsibility (or having
similar status or performing similar functions); (ii) directly or
indirectly has the right to vote 25 percent or more of a class of
voting security or has the power to sell or direct the sale of 25
percent or more of a class of voting securities of the Person; or
(iii) in the case of a partnership, has contributed, or has the
right to receive upon dissolution, 25 percent or more of the capital
of the partnership.'' See Section 1.1, BOX Holdings LLC Agreement.
A ``BOX Options Participant'' is defined as, ``a firm or
organization that is registered with the Exchange pursuant to the
2000 Series of the BOX Rules for purposes of participating in
options Trading on the BOX Market as an order flow provider or
market maker.'' See Section 1.1, BOX Holdings LLC Agreement.
\17\ ``Percentage Interest'' is defined as ``the ratio of the
number of Units held by the Member to the total of all of the issued
Units, expressed as a percentage and determined with respect to each
class of Units, whenever applicable.'' See Section 1.1, BOX Holdings
LLC Agreement.
\18\ See Section 7.4(g)(i), BOX Holdings LLC Agreement.
\19\ The BOX Holdings LLC Agreement states, in part, that ``the
[BOX Holdings] Members and the officers, directors, employees and
agents of each, by virtue of their acceptance of such positions,
shall be deemed to irrevocably submit to the jurisdiction of the
U.S. federal courts, the SEC and the Exchange, for the purposes of
any suit, action or proceeding pursuant to U.S. federal securities
laws, the rules or regulations thereunder, arising out of, or
relating to, activities of the Exchange and BOX Market or Section
11.1 or this Section 18.6, (except that such jurisdictions shall
also include Delaware state courts for any such matter relating to
the organization or internal affairs of BOX Holdings) and 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 they are not personally subject to the jurisdiction of
the U.S. federal courts, the SEC, the Exchange or Delaware state
courts, as applicable, 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 hereof may not be
enforced in or by such courts or agency.'' See Section 18.6(a), BOX
Holdings LLC Agreement.
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For the reasons stated above, the Exchange is submitting to the
Commission the proposed Instruments of Accession to each of the
Exchange LLC Agreement and the BOX Holdings LLC Agreement as a rule
change.
2. Statutory Basis
The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\20\ in general, and furthers
the objectives of Section 6(b)(1),\21\ in particular, in that it
enables the Exchange to be so organized so as to have the capacity to
be able to carry out the purposes of the Act and to comply, and to
enforce compliance by its exchange members and persons associated with
its exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that this filing furthers the objectives of Section
6(b)(5) of the Act \22\ in that it is designed to facilitate
transactions in securities, 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.
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\20\ 15 U.S.C. 78f(b).
\21\ 15 U.S.C. 78f(b)(5).
\22\ 15 U.S.C. 78f(b)(5).
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Additionally, the Exchange notes that the provisions of the
Exchange LLC Agreement, together with the provisions of the BOX
Holdings LLC Agreement, each previously approved by the Commission,
provide a framework for addressing the Acquisition. Accordingly, the
Exchange believes the Acquisition does not present any novel issues
that have not been anticipated and addressed by the Exchange LLC
Agreement and the BOX Holdings LLC Agreement.
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 from
members, participants or others on the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 for 30 days after the date of the filing, or such
shorter time as the Commission may designate, it has become effective
pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-4(f)(6)
\24\ thereunder.
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\23\ 15 U.S.C. 78s(b)(3)(A).
\24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file 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.
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The Exchange has asked the Commission to waive the 30-day operative
delay.\25\ The Commission believes that waiver of the operative delay
is consistent with the protection of investors and the public interest
because the Acquisition does not present any novel issues that have not
been anticipated and addressed by the Exchange LLC Agreement and the
BOX Holdings LLC Agreement. Accordingly, the Commission designates the
proposal operative upon filing.\26\
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\25\ 17 CFR 240.19b-4(f)(6)(iii).
\26\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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At any time within 60 days of the filing of the 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-BOX-2012-008 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-BOX-2012-008. 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 (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
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for
[[Page 39551]]
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-BOX-2012-008 and should be
submitted on or before July 24, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16213 Filed 7-2-12; 8:45 am]
BILLING CODE 8011-01-P
