[Federal Register Volume 80, Number 133 (Monday, July 13, 2015)]
[Notices]
[Pages 40100-40107]
[FR Doc No: 2015-16975]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75374; File No. SR-BOX-2015-22]

Self-Regulatory Organizations; BOX Options Exchange LLC; Notice
of Filing of Proposed Rule Change to Implement the Governance
Provisions of an Equity Rights Program

July 7, 2015.
    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 25, 2015, BOX Options Exchange LLC (the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I, II, and III below,
which Items have been prepared by the self-regulatory organization. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange proposes to implement the governance provisions of an
equity rights program (the ``VPR Program''). Upon Commission approval
of the proposed rule change, BOX Holdings Group LLC (``Holdings''), an
affiliate of the Exchange and direct parent entity of BOX Market LLC, a
facility of the Exchange (``BOX''), proposes to amend the existing
Limited Liability Company Agreement of Holdings (the ``Holdings LLC
Agreement'') by adopting an Amended and Restated Limited Liability
Company Agreement of Holdings (the ``Restated Holdings LLC
Agreement''). There are no other proposed changes to any rule text. The
text of the proposed rule 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 http://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
    The Exchange proposes to implement the governance provisions of the
VPR Program, in which certain BOX Options Participants (each, a
``Participant'') elected to participate. The Exchange notified all of
its Participants of the opportunity to participate in the VPR Program
by Regulatory Circular published on October 1, 2014. All Participants
that indicated interest in participating in the VPR Program by October
31, 2014 and that subscribed to the VPR Program by January 14, 2015
were permitted to participate in the VPR Program.
    The purpose of this rule filing is, subject to Commission approval,
to fulfill a condition to providing Subscribers the full benefits
intended through the VPR Program by permitting Holdings to amend the
Holdings LLC Agreement by adopting the Restated Holdings LLC Agreement.
Background
    In order to implement the VPR Program, the Exchange has already
submitted a proposed rule change under Section 19(b)(3)(A)(ii) of the
Securities Exchange Act of 1934 (the ``Act'') \3\ and Rule 19b-4(f)(2)
thereunder,\4\ for immediate effectiveness, inasmuch as it establishes
or changes a due, fee, or other charge imposed by the Exchange.\5\ In
addition, the Exchange is submitting this proposed rule change under
Section 19(b)(1) of the Act \6\ and Rule 19b-4 thereunder,\7\ subject
to Commission approval, to make changes to its company governance
documents to accommodate aspects of the VPR Program that involve or
affect the Restated Holdings LLC Agreement of Holdings.
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    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
    \5\ See Securities Exchange Act Release No. 74114 (January 22,
2015), 80 FR 4611 (January 28, 2015) (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Implement an Equity
Rights Program). See also Securities Exchange Act Release No. 74576
(March 25, 2015), 80 FR 17122 (March 31, 2015) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change to Clarify Certain
Statements Made in SR-BOX- 2015-03).
    \6\ 15 U.S.C. 78s(b)(1).
    \7\ 17 CFR 240.19b-4.
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    Participants that elected to participate in the VPR Program have
the right to acquire equity in and receive distributions from Holdings,
in exchange for the achievement of certain order flow volume commitment
thresholds on the Exchange over a period of five (5) years and a
nominal initial cash payment. The purpose of the VPR Program is to
promote the long-term interests of the Exchange by incentivizing
Participants to contribute to the growth and success of BOX by
providing enhanced levels of trading volume to BOX.
    Upon initiation of the VPR Program by Holdings, Participants that
elected to participate in the VPR Program, met the eligibility criteria
and made the initial cash payment (``Subscribers''), were issued Volume
Performance Rights (``VPRs'') in tranches of twenty (20) VPRs (each, a
``Tranche'') with a minimum subscription of two (2)Tranches per
Subscriber. Twenty-seven (27) Tranches have been issued in connection
with the VPR Program.
    Each VPR is comprised of the right to receive 8.5 unvested new
Class C Membership Units of Holdings (``Class C Units''), upon
effectiveness of this rule filing, and an average daily transaction
volume commitment (``VPR Volume Commitment'') equal to 0.0055% of
Industry ADV, as measured in Qualifying Contract Equivalents, for a
total of five (5) years (twenty (20) consecutive measurement
quarters).\8\ The VPR Volume Commitment, in terms of total contracts,
will change based on the movement of the Industry ADV. One VPR per
Tranche will be eligible to vest each quarter of the five (5) year
Program period, subject to the Subscriber meeting its volume commitment
for that quarter. In addition, VPRs may be reallocated among
Subscribers based upon exceeding or failing to meet Subscribers' volume
commitments during the VPR Program period.
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    \8\ The measurement of order flow for purposes of the VPR
Program first began on January 12, 2015, the first trading day after
the first Subscribers subscribed to the VPR Program. However, BOX
extended the deadline to accommodate Subscribers; therefore, the
first measurement date began later for a Subscriber that submitted
the required documents and payment during the extension period. See
Securities Exchange Act Release No. 74171 (January 29, 2015), 80 FR
6153 (February 4, 2015) (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change To Extend the Deadline for
the VPR Program to January 14, 2015).
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Ownership Units
    As discussed above, each VPR held by a Subscriber includes the
right to receive 8.5 Class C Units of Holdings within ten (10) business
days after effectiveness of this rule filing and the completion or
waiver of the conditions to closing. Currently, Holdings has issued and
outstanding Class A and Class B membership units. Class C Units will be
created by the adoption of the Restated Holdings LLC Agreement and, at
such time, Holdings will admit the Subscribers as Class C Members.
Class C Units may be held in fractional numbers equal to one half Unit.
Units may, but need not be, represented by physical certificates. The
Restated Holdings LLC Agreement provides for the maintenance of capital
accounts and other accounting and tax provisions relating to the Class
C Units.
    The existing limitations on the percentage ownership of Holdings by
Participants will continue to apply. In the event that a Member, or any
Related Person \9\ of a Member, is a Participant pursuant to the
Exchange Rules, and the Member owns more than 20% of the Units, alone
or together with any

Related Person of the Member (Units owned in excess of 20% being
referred to as ``Excess Units''), the Member and its designated
Directors will have no voting rights with respect to the Excess Units
on any action relating to BOX Holdings nor will the Member or its
designated Directors, if any, be entitled to give any proxy with
respect to the Excess Units in relation to a vote of the Members;
provided, however, that whether or not the Member or its designated
Directors, if any, otherwise participates in a meeting in person or by
proxy, the Member's Excess Units will be counted for quorum purposes
and will be voted by the person presiding over quorum and vote matters
in the same proportion as the Units held by the other Members are voted
(including any abstentions from voting).\10\
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    \9\ ``Related Person'' means with respect to any Person: (A) any
Affiliate of the Person; (B) any other Person with which the 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 the Person and, in the case of a Person that is a
partnership or limited liability company, any general partner,
managing member or manager of the 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 the Person is associated; (F) in
the case of a Person that is a natural person, any relative or
spouse of the Person, or any relative of the spouse who has the same
home as the 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, the 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, the
partnership or limited liability company, as applicable.
``Affiliate'' means, with respect to any Person, any other Person
controlling, controlled by or under common control with, the 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 the 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 proposed Restated Holdings LLC Agreement Section
1.1.
    \10\ See proposed Restated Holdings LLC Agreement Section
7.4(h).
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    Upon completion of the VPR Program, all outstanding Class C Units
associated with vested VPRs will be automatically converted into an
equal number of Class A Units and all outstanding Class C Units
associated with unvested VPRs will be automatically cancelled and be of
no further effect. All rights related to Class C Units will terminate
automatically upon cancellation or conversion and rights related to the
converted Class A Units will remain, subject to the terms of the
Restated Holdings LLC Agreement.\11\
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    \11\ See proposed Restated Holdings LLC Agreement Section
2.5(e).
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Voting
    Each Class C Member will have the right to vote its Class C Units
that are associated with vested VPRs (``Voting Class C Units'') on
matters submitted to a vote of all holders of Units. VPRs will vest in
accordance with the vesting provisions of the VPR Program.\12\ Members
holding Voting Class C Units will vote with Members holding all other
classes of Units. Members holding Voting Units \13\ will be entitled to
vote together, as a single class, each with one vote per Voting Unit so
held.\14\ Issued and outstanding Class C Units that are not Voting
Class C Units will not have voting rights. Accordingly, as a Subscriber
meets or exceeds volume commitments, voting powers as Class C Member of
Holdings will increase. Similarly, if Subscribers do not meet volume
commitments, voting powers will decrease.
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    \12\ See supra, note 5.
    \13\ ``Voting Unit'' means any Class A Unit, Class B Unit, or
Voting Class C Unit.
    \14\ See proposed Restated Holdings LLC Agreement Section
4.13(a).
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    The Holdings LLC Agreement currently provides, and the Restated
Holdings LLC Agreement will continue to provide, that any Director
designated by either MX US 2, Inc. or IB Exchange Corp may effectively
block certain actions of Holdings (the ``Major Action Veto''). The
Restated Holdings LLC Agreement provides that, upon vesting of VPRs
associated with Class C Units equal to at least 25% of the total
outstanding Units, the Major Action Veto will automatically expire and
be of no further effect. Also, when the 25% threshold is met, the
Restated Holdings LLC Agreement also provides that Holdings and its
Members will take all necessary action to amend the Limited Liability
Company Agreement of BOX to eliminate the major action veto provisions
therein that are applicable to BOX and inure to the benefit of MX US 2,
Inc. and IB Exchange Corp and to provide that the executive committee
of BOX will be constituted in the same manner as the Executive
Committee of Holdings.\15\
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    \15\ See proposed Restated Holdings LLC Agreement Section 16.4.
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    The Restated Holdings LLC Agreement includes a new supermajority
voting requirement that Members holding at least 67% of all outstanding
Voting Units must vote to approve certain actions (the ``Supermajority
Actions'') by Holdings.\16\ The new supermajority voting requirement
will be in addition to all other existing voting requirements
applicable to Holdings and any actions Holdings may take, including the
Major Action Veto. This new requirement provides additional protections
to Subscribers and Members that Supermajority Actions will not be
undertaken without broad support among holders of Voting Units.
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    \16\ See proposed Restated Holdings LLC Agreement Section
4.13(b).
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    Supermajority Actions include the following: (i) Merger or
consolidation of Holdings or BOX with any other entity, a sale of
Holdings or BOX, or the sale, lease or transfer, by Holdings or BOX, of
any material portion of its assets; (ii) entry by Holdings or BOX into
any line of business other than the business described in Article 3 of
the Restated Holdings LLC Agreement or in Article 3 of the Limited
Liability Company Agreement of BOX; (iii) conversion of Holdings or BOX
from a Delaware limited liability company into any other type of
entity; (iv) except as expressly contemplated by a members agreement
among the Members (the ``Members Agreement''), Holdings or BOX entering
into any agreement, commitment, or transaction with any Member or any
of its Affiliates other than transactions or agreements upon
commercially reasonable terms that are no less favorable to Holdings or
BOX, respectively, than Holdings or BOX would obtain in a comparable
arms-length transaction or agreement with a third party; (v) to the
fullest extent permitted by law, taking any action to effect the
voluntary, or which would precipitate an involuntary, dissolution or
winding-up of Holdings or BOX; (vi) except as otherwise provided in the
facility agreement between the Exchange and BOX (the ``Facility
Agreement'') or to the extent otherwise required by the Exchange to
fulfill its regulatory functions or responsibilities or to oversee the
BOX Market as determined by the board of the Exchange, the issuance, by
Holdings, of any additional equity interests in, or any securities
exchangeable for or convertible into equity securities of, Holdings
other than the following, as approved by the Holdings Board and in the
aggregate not to exceed ten percent (10%) of the outstanding equity
interests of Holdings: (A) Equity interests, options or convertible
securities issued as a dividend, Unit split or distribution on existing
Units, (B) equity interests issued to employees or Directors of, or
consultants or advisors to, Holdings or one or more subsidiaries
thereof pursuant to a plan, agreement or arrangement, (C) equity
interests issued upon the exercise of options or convertible securities
issued by Holdings, provided each such exercise or conversion is in
accordance with the terms of each such option or security, and (D)
equity interests issued by Holdings in the acquisition of any business;
(vii) the issuance, by BOX, of any additional equity interests in, or
any securities exchangeable for or convertible into equity securities
of, BOX, except as otherwise provided in the Facility Agreement or to
the extent otherwise required by the Exchange to fulfill its regulatory
functions or responsibilities or to oversee the BOX Market as
determined by the board of the Exchange; (viii) permitting BOX to
operate the BOX Market utilizing any other regulatory services provider
other than the Exchange, except as otherwise provided in the Facility
Agreement or to the extent otherwise required by the Exchange to
fulfill its regulatory functions or responsibilities or to oversee the
BOX Market as determined by the Exchange Board; (ix) except as
otherwise provided in the Facility Agreement, entering into, or
permitting any subsidiary of Holdings to enter into,

any partnership, joint venture or other similar joint business
undertaking; (x) making a fundamental change to the business model of
BOX to be other than a for-profit business, except to the extent
otherwise required by the Exchange to fulfill its regulatory functions
or responsibilities or to oversee the BOX Market as determined by the
Exchange Board; (xi) subject to the transfer provisions of the Restated
Holdings LLC Agreement, the acquisition of any Units by any person that
results in the person, alone or together with any Affiliate of the
person, newly holding an aggregate percentage interest equal to or
greater than twenty percent (20%); (xii) altering the provisions
relating to the designation of Directors set forth in Section 4.1(a),
except to the extent otherwise required by the Exchange to fulfill its
regulatory functions or responsibilities or to oversee the BOX Market
as determined by the Exchange Board; and (xiii) altering or amending
any of the Supermajority Actions provisions, except to the extent
otherwise required by the Exchange to fulfill its regulatory functions
or responsibilities or to oversee the BOX Market as determined by the
Exchange Board.
    Amendments to the Restated Holdings LLC Agreement that alter the
terms of one or more classes of Units in a manner that would
materially, adversely and disproportionately (as compared with other
classes of Units) affect the rights associated with the Class C Units
as a class will require the written consent of holders of Class C Units
(``Class C Members'') holding at least seventy-five percent (75%) of
the then outstanding Class C Units and any amendment to the Restated
Holdings LLC Agreement that would have a disproportionate (with respect
to the same class), material and adverse effect on the rights
associated with any Units, or impose any additional, disproportionate
(with respect to the same Class) and material liability or obligation
upon the holder of any Units, will not be effective without the consent
of the holders of those Units.\17\
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    \17\ See proposed Restated Holdings LLC Agreement Section
18.1(b)(ii).
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Directors
    The Restated Holdings LLC Agreement will amend the provisions
governing composition of the Holdings Board. Currently, MX US 2, Inc.
has the right to designate up to five (5) Directors, IB Exchange Corp
has the right to designate up to two (2) Directors and each other
Member has the right to designate one (1) Director to the Holdings
Board and the Holdings Board has the power to increase the size of the
Holdings Board and to authorize new Members to designate Directors.
    Under the Restated Holdings LLC Agreement, no Member may designate
more than three (3) Directors and each Member may designate the maximum
number of Directors permitted under any one (1) (but not more than one)
of the following criteria: (i) Each Member, so long as it (together
with its respective Affiliates) holds a combined total of Class A Units
and Class B Units greater than two and one-half percent (2.5%) of all
outstanding Voting Units, will be entitled to designate one (1)
Director, (ii) each Member, so long as it (together with its respective
Affiliates) holds a combined total of Voting Class C Units greater than
four percent (4%) of all outstanding Voting Units, will be entitled to
designate one (1) Director, (iii) each Member, so long as it (together
with its respective Affiliates) holds a combined total of Voting Units
greater than fourteen percent (14%) of all outstanding Voting Units,
will be entitled to designate two (2) Directors, (iv) each Member, so
long as it (together with its respective Affiliates) holds a combined
total of Voting Units greater than twenty-eight percent (28%) of all
outstanding Voting Units, will be entitled to designate three (3)
Directors, and (v) each other existing Member may designate one (1)
Director.\18\ Directors serving on the Holdings Board may also serve on
the board of directors of any subsidiary of Holdings. If a Member
ceases to qualify for the right to designate a Director then serving,
that Director will then automatically be removed from the Holdings
Board.
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    \18\ See proposed Restated Holdings LLC Agreement Section 4.1.
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    The Restated Holdings LLC Agreement will also amend the provisions
governing the right of Members to designate members of the Executive
Committee of Holdings (the ``Executive Committee''), if any. Currently,
MX US 2, Inc. has the right to designate up to two (2) members of the
Executive Committee (``EC Members'') and IB Exchange Corp has the right
to designate one (1) EC Member. Under the Restated Holdings LLC
Agreement, any Member with the right to designate three (3) Directors
to the Holdings Board will have the right to designate up to two (2) EC
Members and any Member with the right to designate two (2) Directors to
the Holdings Board will have the right to designate one (1) EC Member.
Other provisions relating to the composition of the Executive Committee
will be unchanged.\19\
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    \19\ See proposed Restated Holdings LLC Agreement Section
4.2(c).
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    Subscribers will also have the right to designate one individual to
a new Advisory Committee organized by Holdings, the purpose of which
will be to advise and make recommendations to Holdings with respect to
the Exchange's competitiveness in the marketplace. Only Subscribers
will have the right to designate individuals to serve on the Advisory
Committee.\20\ The Advisory Committee will be advisory only and will
not have any powers, votes or fiduciary duties to Holdings.
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    \20\ See Securities Exchange Act Release No. 74114 (January 22,
2015), 80 FR 4611 at 4613 (January 28, 2015) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change to Implement an
Equity Rights Program).
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Distributions
    Once per year, Holdings will make a distribution (an ``Annual
Distribution'') to its Members to the extent funds are available for
distribution.\21\ In determining the amount of each Annual
Distribution, the Holdings Board will first provide for any regulatory
needs of BOX and the Exchange, as determined by the Exchange Board, and
any Annual Distribution amounts will be calculated after taking into
account all financial and regulatory needs of the Exchange, as
determined by the Exchange.\22\ The Annual Distribution will be equal
to 80% of Free Cash Flow,\23\ except as limited by applicable law,
including for regulatory and compliance purposes. In addition, another
15% of Free Cash Flow will be included in the distribution, except to
the extent the Holdings Board determines that any portion thereof is
(i) required for the operations of Holdings and its subsidiaries, which
will be reflected on the annual budget for the next year, (ii) required
for payment of liabilities or

expenses of Holdings, or (iii) required as a reserve to make reasonable
provision to pay other claims and obligations then known to, or
reasonably anticipated by, BOX or Holdings. When, as and if declared by
the Holdings Board, Holdings will make the cash distribution to each
Member pro rata in accordance with the number of Units held by each
Member, which will be determined by multiplying the aggregate Annual
Distribution amount by each Member's Percentage Interest \24\ on the
record date. Distributions to Class C Members may be adjusted as
provided in the Members Agreement.\25\
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    \21\ Distributions on Class C Units will not be paid until this
rule change is effective. Distributions payable on Class C Units
that accrue before such effectiveness will be held in a segregated
account until such effectiveness. If this rule filing does not
become effective by July 1, 2016, a Subscriber may terminate its
involvement in the VPR Program and any and all distributions with
respect to Class C Units payable to that Subscriber held in the
segregated account will be released back to Holdings and distributed
to existing Members in accordance with the terms of the Holdings LLC
Agreement. Id at 4612.
    \22\ See proposed Restated Holdings LLC Agreement Section 8.1.
    \23\ ``Free Cash Flow'' means consolidated net income, plus
depreciation, less capital expenditures (in each case calculated in
accordance with generally accepted accounting principles in the
United States, as in effect from time to time) of Holdings and BOX,
for the calendar year. See proposed Restated Holdings LLC Agreement
Section 1.1.
    \24\ ``Percentage Interest'' with respect to a Member means 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. ``Units'' means
Class A Membership Units, Class B Membership Units and Class C
Membership Units of Holdings, whether or not associated with vested
VPRs. See proposed Restated Holdings LLC Agreement Section 1.1.
    \25\ See proposed Restated Holdings LLC Agreement Section 8.1
and see supra, note 5.
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Transfers
    Class C Units are not expected to be registered for resale by
Holdings and may not be transferred without complying with, or
qualifying for an exemption from, the registration requirements of the
Securities Act. Any Transferee of Class C Units must become a party to
the Members Agreement and the Restated Holdings LLC Agreement as a
condition to the transfer.
    Transfers of Class C Units will be subject to certain rights of
first refusal. Before a Class C Member may transfer Class C Units to a
transferee that is not an Affiliate, the Class C Member must first
offer to sell the Class C Units to Holdings on the same terms\26\ and,
to the extent Holdings does not exercise its primary right of first
refusal, the Class C Units must then be offered to the other Class C
Members on the same terms.\27\
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    \26\ See proposed Restated Holdings LLC Agreement Section 7.2.
    \27\ See proposed Restated Holdings LLC Agreement Section
7.3(b).
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    Class C Units will include pre-emptive rights. In the event
Holdings proposes to issue and sell new equity securities of Holdings,
other than for certain customary exceptions, a Class C Member will have
the right to maintain its percentage ownership in Holdings represented
by the Class C Units it holds, by electing to purchase from Holdings,
on the same terms, a percentage of the new securities equal to the
percentage of all outstanding securities of Holdings represented by the
outstanding Class C Units held by the Class C Member.\28\
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    \28\ See proposed Restated Holdings LLC Agreement Section
7.3(c).
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    Class C Units will be subject to co-sale rights. In the event a
Class C Member proposes to Transfer Voting Class C Units (a
``Transferring Member'') to a transferee that is not an Affiliate, each
other Class C Member will have the right to sell a portion of its
Voting Class C Units to the transferee on the same terms. All Class C
Members that elect to exercise this right of co-sale may, collectively,
sell a number of Voting Class C Units equal to one-half (1/2) of the
total number of Voting Class C Units proposed to be sold by the
Transferring Member. If more than one Class C Member elects to exercise
this co-sale right, the number of Voting Class C Units each may sell
will be divided pro rata among them based upon their relative ownership
of Voting Class C Units.\29\
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    \29\ See proposed Restated Holdings LLC Agreement Section
7.6(c).
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    Class C Units will be subject to drag-along rights. In the event
that holders of at least seventy-five percent (75%) of the then
outstanding Voting Units, including at least seventy-five percent (75%)
of the then outstanding Voting Class C Units (collectively, the
``Selling Members'') approve a sale of Holdings in writing, specifying
that the drag-along rights will apply to the transaction, then each
Class C Member will be required to approve, cooperate and participate
as a seller of Class C Units in the transaction, subject to certain
customary exceptions.\30\
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    \30\ See proposed Restated Holdings LLC Agreement Section 7.7.
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Miscellaneous
    The Holdings LLC Agreement currently requires, and the Restated
Holdings LLC Agreement will continue to require, that, so long as MX US
2, Inc. and its Affiliates own 4% or more of Holdings, it shall not
invest in more than 5%, or participate in the creation and/or operation
of, a competing business (the ``Non-compete Covenant''). The proposed
Restated Holdings LLC Agreement provides that, upon vesting of VPRs
associated with Class C Units equal to at least 10% of the total
outstanding Units, the Non-compete Covenant will automatically expire
and be of no further effect.
    Additional structural, technical and non-substantive changes to the
Holdings LLC Agreement are proposed to accommodate the substantive
changes described above.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\31\ Specifically, the Exchange believes that its proposed rule
change is consistent with Section 6(b)(5) of the Act\32\ in that it is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanisms of a
free and open market and a national market system and, in general, to
protect investors and the public interest. Additionally, the Exchange
believes the proposed rule change is consistent with the requirement in
Section 6(b)(5) of the Act\33\ that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. The Exchange also believes the proposed rule
change is consistent with Section 6(b)(1) of the Act,\34\ which
requires that the Exchange be so organized and have the capacity to be
able to carry out the purposes of the Act and to comply, and to enforce
compliance by its members and persons associated with its members, with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the Exchange.
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78f(b).
    \32\ 15 U.S.C. 78f(b)(5).
    \33\ Id.
    \34\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

Ownership
    The Exchange believes that continuing to apply the existing
limitations on the percentage ownership of Holdings by Participants is
just and equitable and not unfairly discriminatory because it will
protect all Members, including Participants, by ensuring that no
Participant will be permitted to vote more than a 20% ownership
interest in Holdings. Therefore, no Participant will be able to assert
excessive influence over Holdings. The diverse ownership of Holdings
will enhance the Exchange's ability to enforce compliance by Holdings
with the provisions of the Act, the rules and regulations thereunder,
and the rules of the Exchange. Further, the diverse ownership of
Holdings will promote just and equitable principles of trade, foster
cooperation and coordination with persons engaged in

facilitating transactions in securities, remove impediments to and
perfect the mechanisms of a free and open market and a national market
system and, in general, protect investors and the public interest. The
Exchange believes that the limit is reasonable and not unfairly
discriminatory because each Participant Member may vote up to 20% so
there is no risk that the limit will prevent a Participant with
substantial ownership from being adequately represented.
    The Exchange believes that the conversion of Class C Units
associated with vested VPRs into Class A Units at the end of the VPR
Program is just and equitable and not unfairly discriminatory. Class A
Units are the primary ownership unit of Holdings. The conversion is
just and equitable and not unfairly discriminatory because, at the end
of the VPR Program, each Subscriber will be rewarded with Class A Units
to the extent it has met its obligations under the VPR Program.
Voting
    Limiting voting on matters submitted to a vote of all holders of
Units to Class C Units that are associated with vested VPRs is just and
equitable and not unfairly discriminatory because the Exchange does not
believe it would be fair to treat Class C Units associated with
unvested VPRs in the same manner as Class C Units associated with
vested VPRs when it comes to matters of voting since vested VPRs in the
VPR Program have satisfied certain requirements that provide value to
Holdings in return for establishing a voting interest in Holdings.
Additionally, the Exchange believes it is reasonable to exclude Class C
Units associated with unvested VPRs from voting because Subscribers
holding unvested VPRs are still able to provide input and make
recommendations to Holdings through the VPR Program.\35\
---------------------------------------------------------------------------

    \35\ See supra, note 20.
---------------------------------------------------------------------------

    The Exchange believes that allowing the expiration of the Major
Action Veto upon vesting of VPRs associated with Class C Units equal to
at least 25% of the total outstanding Units is reasonable and not
unfairly discriminatory because it will allow all Members to exert
influence over the affairs and direction of Holdings in percentages
more closely aligned with their respective ownership percentages.
Eliminating the Major Action Veto from both the Restated Holdings LLC
Agreement and the Limited Liability Company Agreement of BOX is just
and equitable and not unfairly discriminatory because it will allow
Holdings and BOX to undertake a broader range of actions without
allowing a single Member to block such actions.
    The new supermajority voting requirement that Members holding at
least 67% of all outstanding Voting Units must vote to approve
Supermajority Actions is fair and reasonable because it will ensure
sufficient oversight of the commercial affairs of Holdings and that any
Supermajority Action undertaken is necessary, appropriate and in the
best interest of Holdings and the Members. Additionally, supermajority
voting will provide adequate safeguards and affirmative approval of
significant changes to Holdings and will serve to protect the interest
of the Members. The Exchange further believes that the supermajority
voting provision is important given the new, more diverse ownership
structure of Holdings. Specifically, requiring supermajority voting
will ensure any substantial change in BOX will have to be approved by
more than a simple majority.
    The proposed rule change will foster key changes to the governance
of Holdings. Equity issued pursuant to the proposed rule change and in
connection with the VPR Program is intended to reduce the ownership
percentage of the existing majority owner of Holdings, MX US 2, Inc.,
below fifty percent (50%). If Subscribers meet expected order flow
commitments pursuant to the VPR Program, the ownership of Holdings by
current Members, including MX US 2, Inc., will be diluted such that no
single Member will have a majority ownership.
    The elimination of the Major Action Veto, the addition of
supermajority voting provisions, and the dilution of MX US 2, Inc.'s
ownership below fifty percent (50%) will give Members other than MX US
2, Inc. increased voting power and enhance the Exchange's ability to
enforce compliance by Holdings with the Act and the rules of the
Exchange. Further, such voting provisions will promote just and
equitable principles of trade, foster cooperation and coordination with
persons engaged in facilitating transactions in securities, remove
impediments to and perfect the mechanisms of a free and open market and
a national market system and, in general, protect investors and the
public interest.
    Requiring the written consent of Class C Members holding at least
seventy-five percent (75%) of then outstanding Class C Units for any
amendment to the Restated Holdings LLC Agreement that alters the terms
of one or more classes of Units in a manner that would materially,
adversely and disproportionately (as compared with other classes of
Units) affect the rights associated with the Class C Units as a class
is fair, reasonable and not unfairly discriminatory because it will
protect Class C Units from being unfairly disadvantaged relative to the
other classes of Units and will prevent the other classes of Units from
unfairly discriminating against the Class C Units.
Directors
    The Exchange believes that setting the number of Directors that a
Member can designate is fair, reasonable and not unfairly
discriminatory because it will ensure that the Holdings Board has broad
representation and that no single Member will be able to exert undue
control and influence over the Holdings Board. The diverse makeup of
the Holdings Board will enhance the Exchange's ability to enforce
compliance by Holdings with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. Further, the
Exchange believes that broad representation will be beneficial because
it will foster cooperation and coordination, will contribute to the
identification of opportunities for innovation and will enhance
competition. The Exchange further believes that the various percentage
thresholds for determining the number of Directors a Member can
designate fosters cooperation and coordination with persons engaged in
facilitating transactions in securities, removes impediments to and
perfect the mechanisms of a free and open market and a national market
system, protects investors and the public interest, and are just and
equitable and not unfairly discriminatory because such thresholds
generally align Members' economic interests with their respective
representation on the Holdings Board. Further, the purpose of the VPR
Program is to reward Subscribers that execute orders on the Exchange;
the percentage thresholds for determining the number of Directors a
Member is permitted to designate will reward those Members that
contribute to the success of the Exchange by allowing them to designate
additional Directors to the Holdings Board. The limitations on
designated members of the Executive Committee of Holdings is fair,
reasonable and not unfairly discriminatory because the Executive
Committee has oversight responsibility over the affairs of Holdings and
the Exchange believes it is reasonable to limit the membership of the
Executive Committee to those Members that have a greater economic
interest in Holdings.

Distributions
    The Exchange believes that the proposed distribution provisions are
consistent with the Act and protects investors and the public interest
because all financial and regulatory needs of the Exchange and BOX will
be provided for in determining the amount each distribution. This rule
change ensures that no funds necessary for the regulation of the
Exchange or BOX will be distributed to the Members of Holdings and will
provide the Exchange with the financial ability to carry out the
purposes of the Act, to comply and to enforce compliance with the
provisions of the Act and the rules and regulations thereunder,
including the rules of the Exchange, to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade and to foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transaction in
securities.
Transfers
    The Exchange believes that the limitations on transferring Class C
Units are fair, reasonable and not unfairly discriminatory.
Specifically, requiring any such Transferee to become a party to the
Members Agreement and the Restated Holdings LLC Agreement as a
condition of a transfer fosters cooperation and coordination with
persons engaged in facilitating transactions in securities, removes
impediments to and perfect the mechanisms of a free and open market and
a national market system, protects investors and the public interest,
is just and equitable and not unfairly discriminatory because all
Members are required to be parties to the Members Agreement and the
Restated Holdings LLC Agreement, which ensures that the rule change
will apply to all Members. The limitation on transferring Class C Units
to a transferee that is not an Affiliate is just and equitable and not
unfairly discriminatory because it preserves the rights of the other
Members by protecting their ownership stake in Holdings. Further, the
proposed rights of first refusal, pre-emptive rights, co-sale rights
and drag-along rights are reasonable and not unfairly discriminatory as
these rights provide stability among the ownership group, allow Members
to participate in opportunities for third party transactions and
protect the nature of the investment made by each Member. All of the
proposed limitations on equity transfers enhance the Exchange's
capacity and ability to carry out the purposes of the Act and to
comply, and to enforce compliance by its members and persons associated
with its members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange.
Miscellaneous
    The Exchange believes that the proposed rule change to permit the
potential future expiration of the non-compete obligation of MX US 2,
Inc. fosters cooperation and coordination with persons engaged in
facilitating transactions in securities, removes impediments to and
perfect the mechanisms of a free and open market and a national market
system, protects investors and the public interest, and is just and
equitable and not unfairly discriminatory. Currently, this restriction
applies only to MX US 2, Inc. and not to other Members of Holdings. The
expiration of this non-compete obligation was approved by the existing
Members and will only take effect if MX US 2, Inc. becomes a minority
Member of Holdings by reducing its ownership to less than fifty percent
(50%) of the outstanding equity of Holdings. The expiration of this
existing restriction will place all Members of Holdings on equal
footing with respect to other investments they wish to make.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes that
the proposed rule change will improve competition by providing market
participants with an incentive to consider and utilize another market,
BOX, when determining where to execute options contracts and post
liquidity.
    The Exchange believes that the proposed rule change will help the
Exchange achieve the goals of the VPR Program to increase both
intermarket and intramarket competition by incenting Subscribers to
direct their orders to the Exchange, which will enhance the quality of
quoting and increase the volume of contracts traded there.
Notwithstanding these incentives, Subscribers will still be free to
send orders to other markets, even if they have not met their volume
commitment for that measurement period; thus the proposed change will
not impose a burden on competition among exchanges. To the extent an
additional competitive burden on non-Subscribers is imposed by the
proposed rule change, the Exchange believes that this is appropriate
because the VPR Program should incent Participants to direct additional
order flow to the Exchange and thus provide additional liquidity, which
enhances the quality of BOX and increases the volume of options traded
on BOX. To the extent that this purpose is achieved, all of the
Exchange's Participants, even non-Subscribers, should benefit from the
improved market liquidity. Enhanced market quality and increased
transaction volume that results from the anticipated increase in order
flow directed to the Exchange will benefit all market participants and
improve competition on the Exchange.
    Given the robust competition for volume among options markets, many
of which offer the same products, implementing rule changes to help
achieve the goals of a program to attract order flow like the VPR
Program is consistent with the above-mentioned goals of the Act. This
is especially true for a smaller options exchange, such as BOX, which
is competing for volume with much larger exchanges that dominate the
options trading industry. BOX captures a relatively modest percentage
of the average daily trading volume in options, so it is unlikely that
the rule change could cause any competitive harm to the options market
generally or to market participants. Rather, the proposed rule change,
which will allow BOX to fully implement the governance provisions of
the VPR Program, is an attempt by a small options market to attract
order volume away from larger competitors by adopting an innovative
pricing strategy.
    Finally, the proposed rule change will permit an increase in the
diversity of ownership of Holdings such that no one entity will have a
majority ownership of Holdings. Upon the issuance of Class C Units to
Subscribers, the ownership of Holdings will be distributed among more
holders and distributed more evenly among existing holders. If there is
full participation in the VPR Program, then the ownership of Holdings
by its majority owner will be diluted and no single Member will have a
majority ownership of Holdings.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants, or Others

    The Exchange has neither solicited nor received comments on the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-BOX-2015-22 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-BOX-2015-22. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-BOX-2015-22, and should be
submitted on or before August 3, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
---------------------------------------------------------------------------

    \36\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-16975 Filed 7-10-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: May 25, 2011 (Volume 76, Number 101)]
[Notices]
[Page 30329-30331]
[DOCID:fr25my11-48]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

    Take notice that the Commission received the following electric
corporate filings:
    Docket Numbers: EC11-47-000.
    Applicants: Liberty Energy Utilities (New Hampshire), Granite State
Electric Co.
    Description: Second Supplemental Information and Request for
Expedited Procedures of Liberty Energy Utilities (New Hampshire) Corp.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5154.
    Comment Date: 5 p.m. Eastern Time on Tuesday, May 31, 2011.

    Docket Numbers: EC11-78-000.
    Applicants: Constellation Energy Resources, LLC, MXenergy Electric
Inc.
    Description: Application for the Authorization for Disposition of
Jurisdictional Facilities and Request for Expedited Action.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5151.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: EC11-79-000.
    Applicants: Emera Incorporated, Algonquin Power & Utilities Corp.
    Description: Section 203 Application of Emera Inc. and Algonquin
Power & Utilities Corp.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5152.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER10-2476-001.
    Applicants: BG Energy Merchants, LLC.
    Description: BG Energy Merchants, LLC submits tariff filing per 35:
Request for Category 1 Seller Determination to be effective 7/18/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5056.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3336-001.
    Applicants: Command Power Corp.
    Description: Command Power Corp. submits tariff filing per
35.17(b): MBR Application Amendment to be effective 6/11/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5028.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3579-000.

    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, L.L.C. submits tariff filing per
35.13(a)(2)(iii: Queue No. W2-016; Original Service Agreement No. 2924
to be effective 4/20/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5038.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3580-000.
    Applicants: Domtar Corporation.
    Description: Domtar Corporation submits tariff filing per 35.15:
Domtar Corporation Notice of Cancellation of MBR Tariff to be effective
7/18/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5050.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3581-000.
    Applicants: PJM Interconnection, L.L.C., Monongahela Power Company,
American Electric Power Service Corporation.
    Description: PJM Interconnection, L.L.C. submits tariff filing per
35.13(a)(2)(iii: Monongahela Power, et al., submits the Third Revised
Service Agreement No. 1395, to be effective 5/17/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5073.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3582-000.
    Applicants: People's Power & Gas, LLC.
    Description: People's Power & Gas, LLC submits tariff filing per
35.12: Market-Based Rate Tariff, to be effective 5/17/2011.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5087.
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3583-000.
    Applicants: Midwest Independent Transmission System Operator, Inc.
    Description: Midwest Independent Transmission System Operator, Inc.
submits tariff filing per 35.13(a)(2)(iii: Attachment X Clean-Up-RECB
to be effective 7/28/2010.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5110
    Comment Date: 5 p.m. Eastern Time on Tuesday, June 07, 2011.

    Docket Numbers: ER11-3584-000.
    Applicants: Florida Power Corp. d/b/a Progress Energy Florida, Inc.
    Description: Florida Power Corp. d/b/a Progress Energy Florida,
Inc.'s Filing Concerning 2010 Impact of Retail Cost of Removal on the
OATT Formula Transmission Rate.
    Filed Date: 05/16/2011.
    Accession Number: 20110516-5152.
    Comment Date: 5 p.m. Eastern Time on Monday, June 06, 2011.

    Docket Numbers: ER11-3586-000.
    Applicants: PJM Interconnection, L.L.C., American Electric Power
Service Corporation.
    Description: PJM Interconnection, L.L.C. submits tariff filing per
35: AEPSC submits Compliance Filing revising Attachment H-20B per Order
in ER10-355 to be effective 4/21/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5038.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3587-000.
    Applicants: PacifiCorp.
    Description: PacifiCorp submits tariff filing per 35.15:
Termination of Morgantown POD Construction Agreement to be effective 7/
4/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5039.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3588-000.
    Applicants: Conectiv Energy Supply, Inc.
    Description: Conectiv Energy Supply, Inc. submits tariff filing per
35.15: Notice of MBR Cancellation to be effective 6/30/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5045.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3589-000.
    Applicants: Long Island Solar Farm, LLC.
    Description: Long Island Solar Farm, LLC submits tariff filing per
35.12: LISF MBR Filing to be effective 9/12/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5048.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3590-000.
    Applicants: Southern California Edison Company.
    Description: Southern California Edison Company submits tariff
filing per 35.13(a)(2)(iii: Amend SGIA WDT Serv AG SCE-GBU SPVP
1 Project to be effective 5/19/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5052.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3591-000.
    Applicants: Southern California Edison Company.
    Description: Southern California Edison Company submits tariff
filing per 35.13(a)(2)(iii: Amend SGIA WDT Serv AG SCE-GBU SPVP
2 Project to be effective 5/19/2011.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5053.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Docket Numbers: ER11-3592-000.
    Applicants: California Independent System Operator Corporation.
    Description: California Independent System Operator Corporation
submits tariff filing per 35.13(a)(2)(iii: 2011-05-18 Service Agreement
458 UDCOA between CAISO and Banning to be effective 7/28/2010.
    Filed Date: 05/18/2011.
    Accession Number: 20110518-5084.
    Comment Date: 5 p.m. Eastern Time on Wednesday, June 08, 2011.

    Take notice that the Commission received the following electric
reliability filings:
    Docket Numbers: RR10-12-001.
    Applicants: North American Electric Reliability Corporation.
    Description: Supplemental Information to the North American
Electric Reliability Corporation's December 1, 2010 Compliance Filing
in Response to the September 3, 2010 Order Approving Petition and
Directing Compliance Filing.
    Filed Date: 05/17/2011.
    Accession Number: 20110517-5158.
    Comment Date: 5 p.m. Eastern Time on Tuesday, May 31, 2011.

    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    As it relates to any qualifying facility filings, the notices of
self-certification [or self-recertification] listed above, do not
institute a proceeding regarding qualifying facility status. A notice
of self-certification [or self-recertification] simply provides
notification that the entity making the filing has determined the
facility named in the notice meets the applicable criteria to be a
qualifying facility. Intervention and/or protest do

not lie in dockets that are qualifying facility self-certifications or
self-recertifications. Any person seeking to challenge such qualifying
facility status may do so by filing a motion pursuant to 18 CFR
292.207(d)(iii). Intervention and protests may be filed in response to
notices of qualifying facility dockets other than self-certifications
and self-recertifications.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: May 18, 2011.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2011-12880 Filed 5-24-11; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 86, Number 113 (Tuesday, June 15, 2021)]
[Notices]
[Pages 31708-31710]
[FR Doc No: 2021-12641]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Sunshine Act Meetings

TIME AND DATE: June 17, 2021, 10:00 a.m.

PLACE: Open to the public via video Webcast. Join FERC online to view
live at http://ferc.capitolconnection.org/.

STATUS: Open.

MATTERS TO BE CONSIDERED: Agenda.
    * Note--Items listed on the agenda may be deleted without further
notice.
    This is a list of matters to be considered by the Commission. It
does not include a listing of all documents relevant to the items on
the agenda. All public documents, however, may be viewed on line at the
Commission's website at https://elibrary.ferc.gov/eLibrary/search using
the eLibrary link.

                                                 1080th--Meeting
                                    [Open meeting; June 17, 2021; 10:00 a.m.]
----------------------------------------------------------------------------------------------------------------
           Item No.                       Docket No.                                 Company
----------------------------------------------------------------------------------------------------------------
                                                 Administrative
----------------------------------------------------------------------------------------------------------------
A-1..........................  AD21-1-000.....................  Agency Administrative Matters.
A-2..........................  AD21-2-000.....................  Customer Matters, Reliability, Security and
                                                                 Market Operations.
----------------------------------------------------------------------------------------------------------------
                                                    Electric
----------------------------------------------------------------------------------------------------------------
E-1..........................  AD21-15-000....................  Joint Federal-State Task Force on Electric
                                                                 Transmission.
E-2..........................  PL21-2-000.....................  State Voluntary Agreements to Plan and Pay for
                                                                Transmission Facilities.
E-3..........................  ER21-40-000....................  ConocoPhillips Company.
                               ER21-42-000....................  Tenaska Power Services Company.
                               ER21-43-000; ER21-43-001.......  Exelon Generation Company, LLC.
                               ER21-46-000....................  Mercuria Energy America, LLC.
                               ER21-47-000....................  Tucson Electric Power Company.
                               ER21-48-000....................  UNS Electric, Inc.
                               ER21-51-000; ER21-51-001.......  BP Energy Company.
                               ER21-52-000....................  Public Service Company of New Mexico.
                               ER21-55-000....................  Mesquite Power, LLC.
                               ER21-56-000....................  Guzman Energy, LLC.
                               ER21-57-000....................  Shell Energy North America (US), L.P.
                               ER21-58-000....................  TransAlta Energy Marketing (U.S.) Inc.
                               ER21-59-000....................  Brookfield Renewable Trading and Marketing LP.
                               ER21-60-000....................  PacifiCorp.
                               ER21-61-000; ER21-61-001.......  El Paso Electric Company.
                               ER21-62-000....................  Uniper Global Commodities North America LLC.
                               ER21-64-000....................  Macquarie Energy LLC; Tri-State Generation and
                                                                 Transmission.
                               ER21-65-000....................  Association, Inc.; EDF Trading North America,
                                                                 LLC.
                               ER21-135-000...................  Direct Energy Business Marketing, LLC.
                               ER21-326-000; ER21-434-000.....  Nevada Power Company.
E-4..........................  RM18-9-003.....................  Participation of Distributed Energy Resource
                                                                 Aggregations in Markets Operated by Regional
                                                                 Transmission Organizations and Independent
                                                                 System Operators.

E-5..........................  OMITTED........................
E-6..........................  QF17-454-007...................  Broadview Solar, LLC.
E-7..........................  EL21-75-000....................  Tri-State Generation and Transmission
                                                                 Association, Inc.
E-8..........................  ER21-573-002...................  Chalk Point Power, LLC.
                               ER21-574-002...................  Dickerson Power, LLC.
                               ER21-575-002...................  Lanyard Power Marketing, LLC.
                               ER21-577-002...................  Morgantown Power, LLC.
                               ER21-578-002...................  Morgantown Station, LLC.
E-9..........................  EL21-78-000....................  PJM Interconnection, L.L.C.
E-10.........................  OMITTED........................
E-11.........................  ER20-2446-003..................  Bitter Ridge Wind Farm, LLC.
E-12.........................  ER20-2452-001; ER20-2452-002...  Hamilton Liberty LLC.
                               ER20-2453-002; ER20-2453-003...  Hamilton Patriot LLC.
E-13.........................  ER20-2503-002..................  Paulding Wind Farm IV LLC.
E-14.........................  ER20-2322-000; ER20-2323-000;    Midcontinent Independent System Operator, Inc.
                                ER20-2354-000; ER20-2355-000.
E-15.........................  ER20-2352-000; ER20-2352-001;    Midcontinent Independent System Operator, Inc.
                                ER20-2353-000; ER20-2353-001.
E-16.........................  ER20-2364-000; ER20-2364-001;    Midcontinent Independent System Operator, Inc.
                                ER20-2373-000.
E-17.........................  ER21-1638-000..................  Daylight I, LLC, Edwards Solar Line I, LLC and
                                                                 Sanborn Solar Line I, LLC.
E-18.........................  ER20-2953-002..................  Lone Tree Wind, LLC.
E-19.........................  ER20-716-004...................  New York Independent System Operator, Inc. and
                                                                 LS Power Grid New York Corporation I.
E-20.........................  ER21-1321-000..................  Harbor Cogeneration Company, LLC.
E-21.........................  ER20-1947-003..................  Greenleaf Energy Unit 2 LLC.
E-22.........................  EL02-60-007....................  Public Utilities Commission of the State of
                                                                 California v. Sellers of Long-Term Contracts to
                                                                 the California Department of Water Resources.
                               EL02-62-006 (consolidated).....  California Electricity Oversight Board v.
                                                                 Sellers of Long-Term Contracts to the
                                                                 California Department of Water Resources.
E-23.........................  ER04-835-014...................  California Independent System Operator
                                                                 Corporation.
E-24.........................  ER18-99-006....................  Southwest Power Pool, Inc.
E-25.........................  EL21-61-000....................  George Berka v. Andrew M. Cuomo, North American
                                                                 Electric Reliability Corporation, Northeast
                                                                 Power Coordinating Council, New York
                                                                 Independent System Operator, Inc., New York
                                                                 Public Service Commission, Entergy Corporation,
                                                                 and Holtec Decommissioning International.
E-26.........................  EL20-69-001....................  CAlifornians for Renewable Energy and Michael E.
                                                                 Boyd v. California Independent System Operator
                                                                 Corporation, California Public Utilities
                                                                 Commission, Pacific Gas & Electric Company, San
                                                                 Diego Gas & Electric Company, and Southern
                                                                 California Edison Company.
E-27.........................  EL21-14-001....................  NextEra Energy, Inc., Evergy, Inc., American
                                                                 Electric Power Company, Inc., Exelon
                                                                 Corporation, and Xcel Energy Services Inc.
----------------------------------------------------------------------------------------------------------------
                                                       Gas
----------------------------------------------------------------------------------------------------------------
G-1..........................  RP21-622-000...................  Equinor Natural Gas LLC and The Brooklyn Union
                                                                 Gas Company.
G-2..........................  RP20-879-000...................  Antero Resources Corporation and MU Marketing
                                                                 LLC.
G-3..........................  OMITTED........................
G-4..........................  OR21-5-000.....................  Equinor Marketing & Trading (US) Inc. v. Mustang
                                                                 Pipe Line LLC.
----------------------------------------------------------------------------------------------------------------
                                                      Hydro
----------------------------------------------------------------------------------------------------------------
H-1..........................  P-2082-062; P-14803-000........  PacifiCorp.
                               P-14803-004....................  Klamath River Renewal Corporation, State of
                                                                 Oregon, and State of California.
H-2..........................  P-14616-002....................  Oregon State University.
H-3..........................  P-7828-020.....................  Truckee-Carson Irrigation District.
----------------------------------------------------------------------------------------------------------------
                                                  Certificates
----------------------------------------------------------------------------------------------------------------
C-1..........................  CP20-455-000...................  Freeport LNG Development, L.P., FLNG
                                                                 Liquefaction, LLC, FLNG Liquefaction 2, LLC,
                                                                 and FLNG Liquefaction 3, LLC.
C-2..........................  CP20-504-000...................  Northern Natural Gas Company.
C-3..........................  CP21-17-000....................  Columbia Gas Transmission, LLC.
----------------------------------------------------------------------------------------------------------------

CONTACT PERSON FOR MORE INFORMATION: Kimberly D. Bose, Secretary,
Telephone<PHONE_NUMBER>.
    For a recorded message listing items struck from or added to the
meeting, call<PHONE_NUMBER>.
    The public is invited to view the meeting live at http://ferc.capitolconnection.org/. Anyone with internet access who desires to
view this event

can do so by navigating to www.ferc.gov's Calendar of Events and
locating this event in the Calendar. The event will contain a link to
its video webcast. The Capitol Connection provides technical support
for this free webcast. It will also offer access to this event via
phone bridge for a fee. If you have any questions, visit http://ferc.capitolconnection.org/ or contact Shirley Al-Jarani at 703-993-
3104.

    Dated: June 10, 2021.
Kimberly D. Bose,
Secretary.
[FR Doc. 2021-12641 Filed 6-11-21; 11:15 am]
BILLING CODE 6717-01-P