[Federal Register: October 22, 2009 (Volume 74, Number 203)]
[Notices]
[Page 54590-54591]
[DOCID:fr22oc09-80]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID: FEMA-2009-0001; OMB No. 1660-0098]

Agency Information Collection Activities: Submission for OMB
Review; Comment Request

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice; 30-day notice and request for comments; revision of a
currently approved information collection; OMB No. 1660-0098; FEMA Form
646, Citizen Corps Council Registration.

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SUMMARY: The Federal Emergency Management Agency (FEMA) has submitted
the information collection abstracted below to the Office of Management
and Budget for review and clearance in accordance with the requirements
of the Paperwork Reduction Act of 1995. The submission describes the
nature of the information collection, the categories of respondents,
the estimated burden (i.e., the time, effort and resources used by
respondents to respond) and cost, and the actual data collection
instruments FEMA will use.

DATES: Comments must be submitted on or before November 23, 2009.

ADDRESSES: Submit written comments on the proposed information
collection to the Office of Information and Regulatory Affairs, Office
of Management and Budget. Comments should be addressed to the Desk
Officer for the Department of Homeland Security, Federal Emergency
Management Agency, and sent via electronic mail to
<EMAIL_ADDRESS>or faxed to<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Requests for additional information or
copies of the information collection should be made to Director, Office
of Records Management, 1800 South Bell Street, Arlington, VA 20598-
3005, facsimile number<PHONE_NUMBER>, or e-mail address FEMA-
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Collection of Information

    Title: Citizen Corps Council Registration.
    Type of information collection: Revision of a currently approved
information collection.
    OMB Number: OMB No. 1660-0098.
    Form Titles and Numbers: FEMA Form 646, Citizen Corps Council
Registration.
    Abstract: FEMA's Community Preparedness Division would like to
revise a currently approved collection for its registration of State,
local, Tribal and territorial Councils and Community Emergency Response
Teams. The registration process allows for new Councils to submit
information on the Council or CERT to the State Citizen Corps Program
Manager for approval. The revised registration process will allow for
the collection of more valuable information and the tool is more user-
friendly for Citizen Corps Councils and CERT's.
    Affected Public: State, local or Tribal Government.
    Estimated Number of Respondents: 5,759.
    Frequency of Response: Semi-annually.
    Estimated Average Hour Burden per Respondent: 2.
    Estimated Total Annual Burden Hours: 11,518 burden hours.
    Estimated Cost: None.

Daisy Mitchell,
Acting Director, Records Management Division, Office of Management,
Federal Emergency Management Agency, Department of Homeland Security.
[FR Doc. E9-25380 Filed 10-21-09; 8:45 am]

BILLING CODE 9111-05-P


[Federal Register: September 16, 2010 (Volume 75, Number 179)]
[Notices]
[Page 56608]
[DOCID:fr16se10-103]

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SECURITIES AND EXCHANGE COMMISSION

Agency Meeting

    Federal Register Citation of Previous Announcement: [To be
published]
    Status: Open Meeting.
    Place: 100 F. Street, NE., Washington, DC.
    Date and Time of Previously Announced Meeting: September 15, 2010.
    Change In the Meeting: Room Change.
    The Joint Public Roundtable on Swap Execution Facilities and
Security-Based Swap Execution scheduled for Wednesday, September 15,
2010 at 9 a.m. will be held in the Multi-Purpose Room (Room L-006).
    At times, changes in Commission priorities require alterations in
the scheduling of meeting items. For further information and to
ascertain what, if any, matters have been added, deleted or postponed,
please contact:
    The Office of the Secretary at<PHONE_NUMBER>.

    Dated: September 13, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-23169 Filed 9-15-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 80, Number 210 (Friday, October 30, 2015)]
[Notices]
[Pages 66895-66896]
[FR Doc No: 2015-27674]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Staff Notice of Alleged Violations

    Take notice \1\ that in a nonpublic investigation pursuant to 18
CFR part 1b (2015), the staff of the Office of Enforcement of the
Federal Energy Regulatory Commission has preliminarily determined that
Berkshire Power Company LLC (Berkshire) and Powerplant Management
Services LLC violated the Commission's Anti-Manipulation Rule, 18 CFR
1c.2 (2015) by engaging in a manipulative scheme to conceal maintenance
work and associated outages beginning at least as early as January 2008
and continuing through March 2011.
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    \1\ Enforcement of Statutes, Regulations, and Orders, 129 FERC ]
61,247 (2009), order on reh'g, 134 FERC ] 61,054 (2011).
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    Staff also has preliminarily determined that Berkshire violated
Commission-approved reliability standards by failing to provide outage
information to its Transmission Operator and failing to inform its
Transmission Operator and Host Balancing Authority of all generation
resources available for use.
    Finally, Staff also has preliminarily determined that Berkshire
violated Commission regulations 35.41(a) by failing to comply with
various provisions of the ISO-New England (ISO-NE) Tariff and Sec.
35.41(b) by making false and misleading statements to ISO-NE regarding
its maintenance work and associated outages.
    This notice does not confer a right on third parties to intervene
in the investigation or any other right with respect to the
investigation.

    Dated: October 23, 2015.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2015-27674 Filed 10-29-15; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 81, Number 123 (Monday, June 27, 2016)]
[Notices]
[Pages 41611-41617]
[FR Doc No: 2016-15067]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78119; File Nos. SR-ISE-2016-11; SR-ISE Gemini-2016-05;
SR-ISE Mercury-2016-10]

Self-Regulatory Organizations; International Securities Exchange,
LLC; ISE Gemini, LLC; ISE Mercury, LLC; Notice of Filing of Amendments
No. 1 and Order Granting Accelerated Approval of Proposed Rule Changes,
Each as Modified by Amendment No. 1 Thereto, Relating to a Corporate
Transaction in Which Nasdaq, Inc. Will Become the Indirect Parent of
ISE, ISE Gemini, and ISE Mercury

June 21, 2016.

I. Introduction

    On April 28, 2016, the International Securities Exchange, LLC
(``ISE''), ISE Gemini, LLC (``ISE Gemini''), and ISE Mercury, LLC
(``ISE Mercury'') (collectively, the ``Exchanges'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\
and Rule 19b-4 thereunder,\2\ proposed rule changes in connection with
the acquisition of the Exchanges' indirect parent company, U.S.
Exchange Holdings, Inc. (``U.S. Exchange Holdings'') by Nasdaq, Inc.
(``Nasdaq''). The proposed rule changes were published for comment in
the Federal Register on May 16, 2016.\3\ On June 10, 2016, the
Exchanges each filed Amendment No. 1 to their respective proposed rule
changes.\4\ The Commission received no comment letters on the proposed
rule changes. This order provides notice of filing of Amendment No. 1
to each of the proposed rule changes and grants accelerated approval to
the proposed rule changes, each as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release Nos. 77794 (May 10,
2016), 81 FR 30351 (``ISE Notice''); 77795 (May 10, 2016), 81 FR
30386 (May 16, 2016) (``ISE Gemini Notice''); and 77796 (May 10,
2016), 81 FR 30403 (May 16, 2016) (``ISE Mercury Notice'').
    \4\ See infra Section V (discussing the changes proposed in
Amendment No. 1). Amendment No. 1 has been placed in the public
comment file for SR-ISE-2016-11, SR-ISE Gemini-2016-05, and ISE
Mercury-2016-10 at https://www.sec.gov/comments/sr-ise-2016-11/ise201611-1.pdf, https://www.sec.gov/comments/sr-isegemini-2016-05/isegemini201605.shtml, and https://www.sec.gov/comments/sr-isemercury-2016-10/isemercury201610.shtml (see letters from Michael
Simon, Secretary, General Counsel, and Chief Regulatory Officer,
ISE, ISE Gemini, and ISE Mercury, to Brent J. Fields, Secretary,
Commission, dated June 13, 2016).
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II. Background

    Currently, the Exchanges are wholly owned subsidiaries of
International Securities Exchange Holdings, Inc. (``ISE Holdings'').
ISE Holdings, in turn, is a wholly owned subsidiary of U.S. Exchange
Holdings, which is wholly owned together by Deutsche B[ouml]rse AG
(``Deutsche B[ouml]rse'') and Eurex Frankfurt AG (``Eurex
Frankfurt'').\5\ On March 9, 2016, Deutsche B[ouml]rse and Eurex
Frankfurt entered into an agreement with Nasdaq, pursuant to which
Nasdaq would acquire all of the capital stock of U.S. Exchange Holdings
(the ``Transaction'') and thereby indirectly all of the interests of
the Exchanges.\6\ Nasdaq currently owns and operates three national
securities exchanges, The NASDAQ Stock Market LLC (``NASDAQ
Exchange''), NASDAQ PHLX LLC (``PHLX''), and NASDAQ BX, Inc. (``BX'').
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    \5\ Eurex Frankfurt holds an 85% interest in U.S. Exchange
Holdings, and Deutsche B[ouml]rse holds the remaining 15%. In turn,
Deutsche B[ouml]rse holds a 100% interest in Eurex Frankfurt. See
ISE Notice, supra note 3 at 30352.
    \6\ See ISE Notice, supra note 3 at 30352; ISE Gemini Notice,
supra note 3, at 30387; and ISE Mercury Notice, supra note 3, at
30404.
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    Following the closing of the Transaction, Deutsche B[ouml]rse and
Eurex Frankfurt will cease to be upstream owners of the Exchanges.\7\
The Exchanges will become indirect subsidiaries of Nasdaq, and Nasdaq
will become the ultimate parent company of the Exchanges.\8\ The
remaining upstream owners of the Exchanges, however, will remain the
same. Namely, U.S. Exchange Holdings will remain the sole, direct owner
of ISE Holdings, which, in turn, will continue to remain the sole,
direct owner of the Exchanges.
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    \7\ See ISE Notice, supra note 3 at 30352; ISE Gemini Notice,
supra note 3, at 30387; and ISE Mercury Notice, supra note 3, at
30404. Upon completion of the Transaction, the Exchanges will also
cease to have any non-U.S. upstream owners. See id.
    \8\ The Exchanges will also become affiliates of NASDAQ
Exchange, PHLX, NASDAQ BX, Inc. BX, Boston Stock Exchange Clearing
Corporation (``BSECC''), and Stock Clearing Corporation of
Philadelphia (``SCCP'') through common, ultimate ownership by
Nasdaq. See ISE Notice, supra note 3 at 30351; ISE Gemini Notice,
supra note 3, at 30386; and ISE Mercury Notice, supra note 3, at
30403. Upon closing of the Transaction, Nasdaq will be the sole
owner of eight self-regulatory organizations: ISE, ISE Gemini, ISE
Mercury, NASDAQ Exchange, PHLX, BX, BSECC, and SCCP.
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    In order to consummate the Transaction and reflect Nasdaq's
proposed ownership of U.S. Exchange Holdings, the Exchanges propose,
upon closing of the Transaction, to eliminate certain corporate
resolutions of Deutsche B[ouml]rse and Eurex Frankfurt that were
previously filed with the Commission as rules of the Exchanges and
adopt Nasdaq's Amended and Restated Certificate of Incorporation
(``Nasdaq COI'') and Bylaws (``Nasdaq Bylaws'', and together with the
Nasdaq COI, the ``Nasdaq governing documents'') as rules of the
Exchanges.\9\ The Exchanges also propose to amend certain provisions
regarding ownership limits and voting limits of the Second Amended and
Restated Certificate of Incorporation of ISE Holdings (``ISE Holdings
COI'') and to amend the Third Amended and Restated Certificate of
Incorporation of U.S. Exchange Holdings (``U.S. Exchange Holdings
COI'') to reflect that Nasdaq will hold all, and have the rights to
vote all, authorized shares of stock of U.S. Exchange Holdings.\10\
Additionally, the Exchanges propose to eliminate the Third Amended and
Restated Trust Agreement (the ``Trust Agreement'') that exists among
ISE Holdings, U.S. Exchange Holdings, and the Trustees (as defined
therein), which was previously established as rules of the Exchanges,

and delete related references to the Trust Agreement in the ISE
Holdings COI and U.S. Exchange Holdings COI.\11\ Finally, the Exchanges
propose, as described below, to amend each of their existing rules
limiting the affiliation between ISE, ISE Gemini, or ISE Mercury and
their respective members.\12\
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    \9\ See infra Section III.A (Non-U.S. Upstream Owner Resolutions
and Nasdaq Governing Documents).
    \10\ See infra Section III.B (Ownership Limits and Voting
Limits).
    \11\ See infra Section III.C (Removal of Trust Agreement).
    \12\ See infra Section III.D (Member Ownership Restriction).
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
changes are consistent with the requirements of the Act and rules and
regulations thereunder applicable to a national securities
exchange.\13\ Specifically, the Commission finds that the proposals are
consistent with Section 6(b)(1) of the Act,\14\ which requires that an
exchange be 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. In addition, the Commission finds that the proposed rule
changes are consistent with Section 6(b)(5) of the Act,\15\ which
requires, among other things, that the rules of a national securities
exchange be designed to promote just and equitable principles of trade,
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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    \13\ In approving the proposed rule changes, the Commission has
considered their impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \14\ 15 U.S.C. 78s(b)(1).
    \15\ 15 U.S.C. 78f(b)(5).
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    Each of the Exchanges represents that it will continue to operate
and conduct its regulated activities (including operating and
regulating its market and members) in the manner currently conducted
and will not make any changes to its regulated activities in connection
with the Transaction.\16\ The Exchanges also state that they will
continue to operate as separate self-regulatory organizations
(``SROs'') that are registered as national securities exchanges, with
separate rules, membership rosters, and listings, distinct from the
rules, membership rosters, and listings of other national securities
exchanges owned by Nasdaq.\17\ Further, as discussed in more detail
below, the Commission believes that the proposed changes related to the
Transaction will not impair the ability of the Commission or the
Exchanges to discharge their respective responsibilities under the Act.
Additionally, the Commission believes that the proposed rule changes
will allow the Commission to continue to exercise its plenary
regulatory authority over the Exchanges and continue to provide the
Commission and the Exchanges with access to necessary information that
will allow the Exchanges to comply, and enforce compliance, with the
Act.\18\
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    \16\ See ISE Notice, supra note 3 at 30351-52; ISE Gemini
Notice, supra note 3, at 30387; and ISE Mercury Notice, supra note
3, at 30404.
    \17\ See ISE Notice, supra note 3 at 30352; ISE Gemini Notice,
supra note 3, at 30387; and ISE Mercury Notice, supra note 3, at
30404.
    \18\ Furthermore, the Commission does not believe that ownership
by a single holding company of multiple SROs presents any burden on
competition in violation of the Act. The Commission notes that,
although the Transaction will result in Nasdaq owning six national
securities exchanges that trade options, the Commission's approval
of new option exchange registrations in recent years highlights that
there continues to be competition among market centers that trade
options. See, e.g., Securities Exchange Act Release Nos. 76998
(January 29, 2016), 81 FR 6066 (February 4, 2016) (order approving
application for exchange registration of ISE Mercury, LLC) (``ISE
Mercury Exchange Registration''); 75650 (August 7, 2015), 80 FR
48600 (August 13, 2015) (order approving rules governing the trading
of options on the EDGX Options Market); 70050 (July 26, 2013), 78 FR
46622 (August 1, 2013) (order approving application for exchange
registration of Topaz Exchange, LLC (n/k/a ISE Gemini, LLC)) (``ISE
Gemini Exchange Registration''); 68341 (December 3, 2012), 77 FR
73065 (December 7, 2012) (order approving application for exchange
registration of Miami International Securities Exchange, LLC); 61419
(January 26, 2010), 75 FR 5157 (February 1, 2010) (order approving
rules governing the trading of options on the BATS Options
Exchange).
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A. Non-U.S. Upstream Owner Resolutions and Nasdaq Governing Documents

    Section 19(b) of the Act,\19\ and Rule 19b-4 thereunder,\20\
require an SRO to file proposed rule changes with the Commission.
Although Deutsche B[ouml]rse and Eurex Frankfurt are not SROs, their
activities with respect to the operation of the Exchanges are required
to be consistent, and not interfere, with the self-regulatory
obligations of the Exchanges under their control. Accordingly, when
they became owners of the Exchanges, either through an acquisition or
through new exchange registrations, Deutsche B[ouml]rse and Eurex
Frankfurt each adopted resolutions (``Non-U.S. Upstream Owner
Resolutions''), which were previously filed with and approved by the
Commission as rules of the Exchanges, to incorporate provisions
regarding ownership, jurisdiction, books and records, and other matters
related to their control of the Exchanges, as well as provisions
regarding board members, officers, employees, and agents' involvement
in the activities of the Exchanges.\21\
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    \19\ 15 U.S.C. 78s(b).
    \20\ 17 CFR 240.19b-4.
    \21\ See Securities Exchange Act Release Nos. 56955 (December
13, 2007), 72 FR 71979 (December 19, 2007) (SR-ISE-2007-101) (order
approving acquisition of ISE Holdings by Eurex Frankfurt) (``Eurex
Frankfurt Acquisition Order''). See also ISE Mercury Exchange
Registration and ISE Gemini Exchange Registration, supra note 18.
The Non-U.S. Upstream Owner Resolutions are rules of an exchange if
they are stated policies, practices, or interpretations (as defined
in Rule 19b-4 under the Act) of an exchange, and must therefore be
filed with the Commission pursuant to section 19(b)(4) of the Act
and Rule 19b-4 thereunder. See Section 3(a)(27) of the Act, 15
U.S.C. 78c(a)(27).
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    Following the close of the Transaction, however, Deutsche
B[ouml]rse and Eurex Frankfurt will both cease to be non-U.S. upstream
owners of the Exchanges. Accordingly, the Exchanges propose to delete
the Non-U.S. Upstream Owner Resolutions, such that, as of the closing
date of the Transaction, they will no longer be rules of the Exchanges.
The Commission finds the deletion to be consistent with the Act. The
deletion of the Non-U.S. Upstream Owner Resolutions as rules of the
Exchanges is necessary to reflect the change in the upstream ownership
of the Exchanges after the consummation of the Transaction.
    Following the closing of the Transaction, Nasdaq will replace
Deutsche B[ouml]rse and Eurex Frankfurt as the ultimate parent company
of the Exchanges. Although Nasdaq will not carry out regulatory
functions as an SRO, as with Deutsche B[ouml]rse and Eurex Frankfurt,
its activities with respect to the operation of the Exchanges must be
consistent with, and not interfere with, the Exchanges' self-regulatory
obligations. As a result, following the closing of the Transaction,
certain provisions of the Nasdaq governing documents will become stated
policies, practices, or interpretations of the Exchanges, and must
therefore be filed as rules with the Commission pursuant to Section
19(b)(4) of the Act and Rule 19b-4 thereunder.\22\ Accordingly, the
Exchanges propose that the Nasdaq governing documents become rules of
the Exchanges as of the closing date of the Transaction.
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    \22\ See Section 3(a)(27) of the Act, 15 U.S.C. 78c(a)(27).
---------------------------------------------------------------------------

    The Nasdaq governing documents include certain provisions that are
designed to maintain the independence of each of its self-regulatory

subsidiaries' \23\ self-regulatory functions, enable each of its self-
regulatory subsidiaries to operate in a manner that complies with the
U.S. federal securities laws, including the objectives and requirements
of Section 6(b) of the Act,\24\ and facilitate the ability of each of
its self-regulatory subsidiaries and the Commission to fulfill their
regulatory and oversight obligations under the Act.\25\ Upon closing of
the Transaction, each of the Exchanges will be a self-regulatory
subsidiary of Nasdaq. Accordingly, the provisions regarding the self-
regulatory subsidiaries in the Nasdaq governing documents will apply to
the Exchanges when the Transaction is finalized.
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    \23\ Article I(f) of the Nasdaq Bylaws defines ``self-regulatory
subsidiary'' to mean any subsidiary of Nasdaq that is a self-
regulatory organization as defined under Section 3(a)(26) of the
Act.
    \24\ 15 U.S.C. 78f(b).
    \25\ See, e.g., Nasdaq Bylaws Article XII.
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    The Nasdaq governing documents provide the following provisions,
which are designed to ensure that each self-regulatory subsidiary can
carry out its self regulatory obligations. The Nasdaq Bylaws specify
that Nasdaq and its officers, directors, and employees irrevocably
submit to the jurisdiction of the United States federal courts, the
Commission, and each self-regulatory subsidiary for the purposes of any
suit, action, or proceeding pursuant to the United States federal
securities laws, and the rules and regulations thereunder, arising out
of, or relating to, the activities of any self-regulatory
subsidiary.\26\ Nasdaq also agrees to provide the Commission with
access to its books and records relating to the activities of each
self-regulatory subsidiary.\27\ Further, Nasdaq (along with its
respective board members, officers, and employees) agrees to keep
confidential, to the fullest extent permitted by applicable law, all
confidential information pertaining to the self-regulatory function of
the self-regulatory subsidiaries, including, but not limited to,
disciplinary matters, trading data, trading practices, and audit
information, contained in the books and records of such subsidiaries
and not use such information for any non-regulatory purposes.\28\
Additionally, the board of directors of Nasdaq (``Nasdaq Board''), as
well as its officers and employees are required to give due regard to
the preservation of the independence of each self-regulatory
subsidiary's self-regulatory function,\29\ and the Nasdaq Board, when
evaluating any issue, is required to take into account the potential
impact on the integrity, continuity, and stability of the self-
regulatory subsidiaries.\30\ The Nasdaq Bylaws also require that any
changes to the Nasdaq governing documents be submitted to the board of
directors of each of its self-regulatory subsidiaries, and, if such
amendment is required to be filed with the Commission pursuant to
Section 19(b) of the Act, such change shall not be effective until
filed with, or filed with and approved by, the Commission.\31\ The
requirement to submit changes to the board of directors of each self-
regulatory subsidiary continues for so long as Nasdaq, directly or
indirectly, controls any such subsidiary.\32\
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    \26\ See Nasdaq Bylaws Section 12.3 (Consent to Jurisdiction).
    \27\ See Nasdaq Bylaws Section 12.1(b). To the extent that they
relate to the activities of the ISE, ISE Gemini, or ISE Mercury, all
books, records, premises, officers, directors, and employees of
Nasdaq would be deemed to be those of ISE, ISE Gemini, or ISE
Mercury, as applicable. See Nasdaq Bylaws Section 12.1(c).
    \28\ See Nasdaq Bylaws Section 12.1(b).
    \29\ See Nasdaq Bylaws Section 12.1(a).
    \30\ See Nasdaq Bylaws Section 12.7 (Self-Regulatory
Subsidiaries).
    Nasdaq must also comply with federal securities laws and the
rules and regulations thereunder. Further, it agrees to cooperate
with the Commission and each of the self-regulatory subsidiaries
pursuant to, and to the extent of, their respective regulatory
authority. Moreover, Nasdaq's officers, directors, and employees are
deemed to agree to cooperate with the Commission and each self-
regulatory subsidiary in respect of the Commission's oversight
responsibilities regarding Nasdaq's SROs and the self-regulatory
functions and responsibilities of such SROs. See Nasdaq Bylaws
Section 12.2. Further, Nasdaq will take reasonable steps necessary
to cause its officers, directors, and employees to consent in
writing to the applicability of provisions regarding books and
records, confidentiality, jurisdiction, cooperation, and regulatory
obligations, with respect to their activities related to any self-
regulatory subsidiary (see Nasdaq Bylaws Section 12.4), and will
take reasonable steps necessary to cause its agents to cooperate
with the Commission and, where applicable, the self-regulatory
subsidiaries, pursuant to their regulatory authority (see Nasdaq
Bylaws Section 12.2(a)).
    \31\ See Nasdaq Bylaws Sections 11.3 (Review by Self-Regulatory
Subsidiaries) and 12.6 (Amendment to the Certificate of
Incorporation).
    \32\ See Nasdaq Bylaws Section 12.6 (Amendment to the
Certificate of Incorporation).
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    In addition, similar to the ISE Holdings COI,\33\ the Nasdaq COI
imposes limits on direct and indirect changes in control, which are
designed to prevent any shareholder from exercising undue control over
the operation of its self-regulatory subsidiaries and to ensure that
such subsidiaries and the Commission are able to carry out their
regulatory obligations under the Act. Specifically, no person who
beneficially owns shares of common stock or preferred stock of Nasdaq
in excess of 5% of the then-outstanding securities generally entitled
to vote may vote the shares in excess of 5%.\34\ This limitation
mitigates the potential for any Nasdaq shareholder to exercise undue
control over the operations of the Exchanges and facilitates the
Exchanges' and the Commission's ability to carry out their regulatory
obligations under the Act. The Nasdaq Board, however, may approve
exemptions from the 5% voting limitation for any person that is not a
registered broker or dealer, an affiliate of a registered broker or
dealer, or a person subject to a statutory disqualification under
Section 3(a)(39) of the Act,\35\ provided that the Nasdaq Board also
determines that granting such exemption would be consistent with the
self-regulatory obligations of its self-regulatory subsidiaries.\36\
Further, any such exemption from the 5% voting limitation would not be
effective until such resolution has been filed with and approved by the
Commission pursuant to Section 19 of the Act.\37\
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    \33\ See ISE Holdings COI, Article FOURTH, Section III.
    \34\ See Nasdaq COI, Article FOURTH, Section C.2.
    \35\ 15 U.S.C. 78c(a)(39).
    \36\ See Nasdaq COI, Article FOURTH, Section C.6. Specifically,
the Nasdaq Board must determine that granting such exemption would
(1) not reasonably be expected to diminish the quality of, or public
confidence in, Nasdaq or its self-regulatory subsidiaries or the
other operations of Nasdaq and its subsidiaries, on the ability to
prevent fraudulent and manipulative acts and practices and on
investors and the public, (2) promote just and equitable principles
of trade, foster cooperation and coordination with persons engaged
in regulating, clearing, settling, processing information with
respect to and facilitating transactions in securities or assist in
the removal of impediments to or perfection of the mechanisms for a
free and open market and a national market system, and (3) among
other things, promote the prompt and accurate clearance and
settlement of securities transactions. See id.
    \37\ See Nasdaq COI, Article FOURTH, Section C.6 and Nasdaq
Bylaws Section 12.5 (Board Action with Respect to Voting Limitations
of the Certificate of Incorporation).
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    For the foregoing reasons, the Commission believes that the Nasdaq
governing documents are reasonably designed to facilitate the
Exchanges' ability to fulfill their self-regulatory obligations and
are, therefore, consistent with the Act. Additionally, as discussed
further below, the Commission also believes that the provisions in the
Nasdaq governing documents should minimize the potential that a person
could improperly interfere with, or restrict the ability of, the
Commission or the Exchanges to effectively carry out their regulatory
oversight responsibilities under the Act. In this regard, the
Commission finds that the proposals are consistent with Section 6(b)(1)
of the Act \38\ in particular, which requires, among other things, that
an exchange be 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.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

    The Commission also notes that, even in the absence of the
governance provisions described above, under Section 20(a) of the Act,
any person with a controlling interest in one of the Exchanges would be
jointly and severally liable with and to the same extent that the
respective Exchange is liable under any provision of the Act, unless
the controlling person acted in good faith and did not directly or
indirectly induce the act or acts constituting the violation or cause
of action.\39\ In addition, Section 20(e) of the Act creates aiding and
abetting liability for any person who knowingly provides substantial
assistance to another person in violation of any provision of the Act
or rule thereunder.\40\ Further, Section 21C of the Act authorizes the
Commission to enter a cease-and-desist order against any person who has
been ``a cause of'' a violation of any provision of the Act through an
act or omission that the person knew or should have known would
contribute to the violation.\41\ These provisions are applicable to all
entities' dealings with the Exchanges, including Nasdaq.
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 78t(a).
    \40\ 15 U.S.C. 78t(e).
    \41\ 15 U.S.C. 78u-3.
---------------------------------------------------------------------------

B. Ownership Limits and Voting Limits

    The Exchanges propose to amend the U.S. Exchange Holdings COI to
recognize that, following the closing of the Transaction, Nasdaq will
own all of the capital stock (whether common stock or preferred stock)
of U.S. Exchange Holdings. The Exchanges also propose to amend the ISE
Holdings COI to replace its current ownership limitations and voting
limitations with a new restriction that will reinforce ISE Holdings'
current ownership by U.S. Exchanges Holdings and will require U.S.
Exchange Holdings to own all of the capital stock of ISE Holdings.
    Currently, pursuant to the limited liability company agreements of
ISE, ISE Gemini, and ISE Mercury, ISE Holdings is the sole member of
each of the Exchanges.\42\ Although ISE Holdings may assign its
interest in any of the Exchanges, such assignment is subject to prior
approval by the Commission pursuant to the rule filing procedure under
Section 19 of the Act.\43\
---------------------------------------------------------------------------

    \42\ See Section 2.1 of the Third Amended and Restated Limited
Liability Company Agreement of ISE (``ISE LLC Agreement''), the
Second Amended and Restated Limited Liability Company Agreement of
ISE Gemini (``ISE Gemini LLC Agreement''), and the Limited Liability
Company Agreement of ISE Mercury (``ISE Mercury LLC Agreement'').
    \43\ See Section 7.1 of the ISE LLC Agreement, the ISE Gemini
LLC Agreement, and the ISE Mercury LLC Agreement.
---------------------------------------------------------------------------

    In turn, the current ISE Holdings COI contains certain ownership
limits (``Ownership Limits'') and voting limits (``Voting Limits'')
with respect to the outstanding capital stock of ISE Holdings.\44\
These provisions are designed to prevent any shareholder (or
shareholders acting together) from exercising undue control over the
operation of the Exchanges and to help ensure that the Exchanges and
the Commission are able to carry out their regulatory
responsibilities.\45\ Specifically, the ISE Holdings COI Ownership
Limits prohibit any person, either alone or together with its Related
Persons,\46\ from directly or indirectly owning of record or
beneficially more than 40% of the outstanding capital stock of ISE
Holdings that have the right by their terms to vote in the election of
members of the board of directors or on other matters which may require
the approval of the holders of voting shares of ISE Holdings (other
than matters affecting the rights, preferences or privileges of a
particular class of capital stock) (``Voting Shares'') (or in the case
of any Exchange member, acting alone or together with its Related
Persons, from directly or indirectly owning of record or beneficially
more than 20% of the then-outstanding Voting Shares).\47\ Further, the
ISE Holdings COI's Voting Limits prohibit any person, either alone or
together with its Related Persons, from voting or causing the voting of
Voting Shares representing more than 20% of the voting power of the
then-outstanding Voting Shares.\48\ If a person exceeds the Ownership
Limits or Voting Limits, a majority of Voting Shares then-outstanding
automatically is transferred pro rata from the holders thereof to a
Delaware statutory trust (``ISE Trust'') (as described below), which is
operated pursuant to the Trust Agreement.\49\ However, the ISE Holdings
COI allows the board of directors of ISE Holdings (``ISE Holdings
Board'') to waive the Ownership Limits or Voting Limits for persons
other than Exchange members pursuant to an amendment to the ISE
Holdings Bylaws, provided that the ISE Holdings Board makes certain
determinations.\50\ Such amendment, however, needs to be filed with and
approved by the Commission under Section 19(b) of the Act.\51\
---------------------------------------------------------------------------

    \44\ See ISE Holdings COI, Article FOURTH, Section III.
    \45\ See, e.g., Securities Exchange Release No. 51029 (April 23,
2008), 70 FR 3233, 3239-40 (January 12, 2005) (SR-ISE-2004-29).
    \46\ As used in the ISE Holdings COI, the term ``Related
Persons'' means (1) with respect to any Person, any executive
officer (as such term is defined in Rule 3b-7 under the Act),
director, general partner, manager or managing member, as
applicable, and all ``affiliates'' and ``associates'' of such Person
(as such terms are defined in Rule 12b-2 under the Act). The term
``Person'' means an individual, partnership (general or limited),
joint stock company, corporation, limited liability company, trust
or unincorporated organization, or any governmental entity or agency
or political subdivision thereof. See ISE Holdings COI, Article
FOURTH, Section III.
    \47\ See ISE Holdings COI, Article FOURTH, Section III.(a)(i).
    \48\ See ISE Holdings COI, Article FOURTH, Section III.(b). The
Voting Limits also prohibit Persons, either alone or together with
its Related Persons, from giving any consent or proxy with respect
to Voting Shares representing more than 20% of the voting power of
the then-outstanding Voting Shares; or from entering into certain
agreements, plans or other arrangements with respect to Voting
Shares. Id.
    \49\ See ISE Holdings COI, Article FOURTH, Section III.(c). See
also supra note 11 and accompanying text (describing the Trust
Agreement).
    \50\ See ISE Holdings COI, Article FOURTH, Sections
III.(a)(i)(A), III.(a)(i)(B) and III.(b)(i). Specifically, the ISE
Holdings Board must make a determination that waiver of the current
Ownership Limits or Voting Limits (1) would not impair the ability
of ISE Holdings or its self-regulatory subsidiaries (including the
Exchanges), or a facility thereof, to carry out its functions and
responsibilities under the Act and the rules thereunder; (2) is
otherwise in the best interests of ISE Holdings, its stockholders,
and its self-regulatory subsidiaries (including the Exchanges), or a
facility thereof; and (3) would not impair the ability of the
Commission to enforce the Act. See ISE Holdings COI, Article FOURTH,
Sections III.(a)(i)(A) and III.(b)(i). However, the ISE Holdings
Board may not waive the current Voting Limits as they apply to
Exchange members. See ISE Holdings COI, Article FOURTH, Section
III.(b)(i). Furthermore, the ISE Holdings Board may not waive the
current Ownership Limits or Voting Limits if such waiver would
result in a person subject to ``statutory disqualification'' (within
the meaning of Section 3(a)(39) of the Act) owning or voting shares
above the Ownership Limits or Voting Limits. See ISE Holdings COI,
Article FOURTH, Sections III.(a)(i)(B).
    \51\ See ISE Holdings COI, Article FOURTH, Sections III(a)(i)(A)
and III(b)(i). In connection with the acquisition of U.S. Exchange
Holdings by Nasdaq, the Exchanges propose to amend the ISE Holdings
Bylaws to waive the Ownership Limits and Voting Limits in order to
permit Nasdaq to indirectly own 100% of the outstanding capital
stock of ISE Holdings following the closing of the Transaction. See
proposed ISE Holdings Bylaws Section 11.3 (Waiver of Ownership
Limits and Voting Limits to Permit Transaction). Each of the
Exchanges represents that the ISE Holdings Board has made the
necessary determinations pursuant to the ISE Holdings COI and
approved the waiver of the current Ownership Limits and Voting
Limits as applied to Nasdaq. See ISE Notice, supra note 3 at 30356-
7; ISE Gemini Notice, supra note 3, at 30392; and ISE Mercury
Notice, supra note 3, at 30409. For the reasons discussed herein,
the Commission finds the waiver of the current Ownership Limits and
Voting Limits for Nasdaq to effect the Transaction consistent with
the Act.

---------------------------------------------------------------------------

    To facilitate compliance with the Ownership Limits and Voting
Limits, the U.S. Exchange Holdings COI also provides that U.S. Exchange
Holdings shall take reasonable steps necessary to cause ISE Holdings to
be in compliance with the Ownership Limits and Voting Limits.\52\
Further, the U.S. Exchange Holdings COI requires U.S. Exchange Holdings
to notify the Exchanges' board of directors and the ISE Trust if any
person, either alone or together with its related persons, acquires
10%, 15%, 20%, 25%, 30%, 35%, or 40% or more of the then-outstanding
shares of stock of U.S. Exchange Holdings (``U.S. Exchange Holdings
Acquisition Notice Requirement'').\53\
---------------------------------------------------------------------------

    \52\ See U.S. Exchange Holdings COI, Article THIRTEENTH.
    \53\ See id.
---------------------------------------------------------------------------

    As proposed, Nasdaq would acquire all of the capital stock of U.S.
Exchange Holdings. In turn, U.S. Exchange Holdings would be required to
continue to hold 100% of the capital stock of ISE Holdings. To reflect
this revised ownership structure, the Exchanges propose to amend
Article THIRTEENTH of the U.S. Exchange Holdings COI to provide that,
for so long as U.S. Exchange Holdings controls, directly or indirectly,
one or more national securities exchanges, including, but not limited
to, the Exchanges (each, a ``Controlled National Securities Exchange'')
or a facility thereof, all authorized shares of stock of U.S. Exchange
Holdings that are issued and outstanding will be held by Nasdaq.\54\
Further, Nasdaq may not transfer or assign any shares of stock of U.S.
Exchange Holdings, in whole or in part, to any Person,\55\ unless such
transfer or assignment is filed with, or filed with and approved by,
the Commission, under Section 19 of the Act and the rules promulgated
thereunder.\56\
---------------------------------------------------------------------------

    \54\ See proposed U.S. Exchange Holdings COI, Article
THIRTEENTH(ii). The Exchanges propose to renumber the existing text
of Article THIRTEENTH as Article THIRTEENTH(i).
    \55\ As used in the U.S. Exchange Holdings COI, the term
``Person'' means an individual, partnership (general or limited),
joint stock company, corporation, limited liability company, trust
or unincorporated organization, or any governmental entity or agency
or political subdivision thereof. See U.S. Exchange Holdings COI,
Article EIGHTH.
    \56\ See proposed U.S. Exchange Holdings COI, Article
THIRTEENTH(ii).
---------------------------------------------------------------------------

    The Exchanges also propose that, for so long as U.S. Exchange
Holdings controls, directly or indirectly, one or more Controlled
National Securities Exchange or a facility thereof, Nasdaq will be
entitled to vote or cause the voting of all authorized shares of stock
of U.S. Exchange Holdings that are issued and outstanding.\57\ Nasdaq
also may not transfer or assign any voting rights with respect to the
stock of U.S. Exchange Holdings, in whole or in part, to any Person,
unless such transfer or assignment is filed with, or filed with and
approved by, the Commission, under Section 19(b) of the Act and the
rules promulgated thereunder.\58\
---------------------------------------------------------------------------

    \57\ See proposed U.S. Exchange Holdings COI, Article
THIRTEENTH(iii).
    \58\ See id.
---------------------------------------------------------------------------

    The Exchanges also propose to delete certain provisions in the U.S.
Exchange Holdings COI that are no longer applicable as a result of the
above changes. Specifically, the Exchanges propose to delete the U.S.
Exchange Holdings Acquisition Notice Requirement because it would no
longer be relevant, given that any change in ownership of U.S. Exchange
Holdings would be subject to a Commission rule filing and approval
pursuant to Section 19 of the Act and the rules thereunder.\59\
---------------------------------------------------------------------------

    \59\ The Commission notes that other provisions in U.S. Exchange
Holdings COI that are designed to maintain the independence of the
self-regulatory function of the Exchanges would not be amended. See,
e.g., proposed U.S. Exchange Holdings COI, Articles TENTH, ELEVENTH,
TWELFTH, FOURTEENTH, and FIFTEENTH; ISE Mercury Exchange
Registration, supra note 18, at 6071-6072 (discussing these
provisions).
---------------------------------------------------------------------------

    Additionally, the Exchanges propose to eliminate the current
Ownership Limits and Voting Limits in Section III(a) and (b) of Article
FOURTH of the ISE Holdings COI. In place of these restrictions, the
Exchanges propose to adopt new restrictions on the transfer or
assignment of any shares of capital stock of ISE Holdings.
Specifically, the Exchanges propose to amend Article FOURTH, Section
III(a)(i) to provide that, for so long as ISE Holdings shall control,
directly or indirectly, one or more Controlled National Securities
Exchange, or a facility thereof, all authorized shares of capital stock
of ISE Holdings that are issued and outstanding shall be held by U.S.
Exchange Holdings. Additionally, U.S. Exchange Holdings may not
transfer or assign any shares of capital stock of ISE Holdings, in
whole or in part, to any Person,\60\ unless such transfer or assignment
is filed with, or filed with and approved by, the Commission, under
Section 19 of the Act and the rules promulgated thereunder.\61\
---------------------------------------------------------------------------

    \60\ See supra note 46.
    \61\ See proposed ISE Holdings COI, Article FOURTH, Section
III(a)(i).
---------------------------------------------------------------------------

    Furthermore, for so long as ISE Holdings shall control, directly or
indirectly, one or more Controlled National Securities Exchanges or a
facility thereof, U.S. Exchange Holdings shall be entitled to vote or
cause the voting of all authorized shares of capital stock of ISE
Holdings that are issued and outstanding.\62\ U.S. Exchange Holdings
may not transfer or assign any voting rights with respect to the shares
of capital stock of ISE Holdings, in whole or in part, to any Person,
unless such transfer or assignment is filed with, or filed with and
approved by, the Commission, under Section 19(b) of the Act and the
rules promulgated thereunder.\63\ The Exchanges also propose to delete
the rule text provisions in the ISE Holdings COI that are no longer
applicable as a result of the proposed amendments to the Ownership
Limits and Voting Limits.\64\
---------------------------------------------------------------------------

    \62\ See proposed ISE Holdings COI, Article FOURTH, Section
III(b)(i).
    \63\ See proposed ISE Holdings COI, Article FOURTH, Section
III(b)(i).
    \64\ The Exchanges propose to delete the descriptions of the
Ownership Limits and Voting Limits in Section III(a)(i)(x) and (y),
and Section III(b)(i) of Article FOURTH of the ISE Holdings COI. The
Exchange also proposes the following, related deletions from Article
FOURTH of the ISE Holdings COI: (i) Section III(a)(ii) and (iii),
which will cease to be relevant given the proposed replacement of
the Ownership Limits; (ii) the references to ``Ownership
Percentage'' from current Section III(a)(i)(B), (D) and (E), given
the proposed requirement that all issued and outstanding shares of
capital stock of ISE Holdings be held by U.S. Exchange Holdings;
(iii) the references to ``Voting Control Percentage'' from Section
III(b)(i) and (iii), which will cease to be relevant given the
proposed requirement that U.S. Exchange Holdings shall be entitled
to vote or cause the voting of all authorized shares of capital
stock of ISE Holdings that are issued and outstanding; and (iv)
Section III(c), which will cease to be relevant given that the
concept of ``Excess Shares'' will no longer exist. The Exchanges
also propose to renumber current Section III(d) of Article FOURTH of
the ISE Holdings COI as Section III(c) of Article FOURTH. Finally,
the Exchanges proposes to relocate the current definition of
``Voting Shares,'' from current Section III(a)(i) of Article FOURTH
to the introductory paragraph of Section III of Article FOURTH.
---------------------------------------------------------------------------

    The Commission previously approved the existing Ownership Limits
and Voting Limits to enable the Exchanges to carry out their self-
regulatory responsibilities, and to enable the Commission to fulfill
its responsibilities under the Act.\65\ After the closing of the
Transaction, these goals would be achieved by the proposed new
restrictions on the transfer or assignment of U.S. Exchange Holdings
and ISE Holdings capital stock. Moreover, as discussed above, the
Nasdaq COI currently includes restrictions on any person voting shares
in excess of 5%.\66\ Further, the Nasdaq Bylaws requires the Nasdaq
Board, prior to approving an exemption from the 5% voting limitation,
to determine that

granting such exemption would be consistent with the Exchanges' self-
regulatory obligations.\67\
---------------------------------------------------------------------------

    \65\ See Securities Exchange Act Release No. 53705 (April 21,
2006), 71 FR 25260, 25263 (April 28, 2006) (SR-ISE-2006-04)
(reorganization of ISE into a holding company structure).
    \66\ See Nasdaq COI, Article FOURTH, Section C.2.
    \67\ See Nasdaq Bylaws Section 12.5 (Board Action with Respect
to Voting Limitations of the Certificate of Incorporation).
---------------------------------------------------------------------------

    Accordingly, the Commission finds that the elimination of the
Ownership Limits and Voting Limits and the adoption of new controls on
the ownership, transfer, assignment, and voting of the capital stock of
U.S. Exchange Holdings and ISE Holdings, together with the voting
limitations in Nasdaq's governing documents, are reasonably designed to
prevent any shareholder from exercising undue control over the
operation of the Exchanges. The Commission also believes that the
proposed rule changes are reasonably designed to ensure that the
Exchanges and the Commission are able to carry out their regulatory
obligations under the Act and thereby should minimize the potential
that a person could improperly interfere with or restrict the ability
of the Commission or the Exchanges to effectively carry out their
respective regulatory oversight responsibilities under the Act.\68\
---------------------------------------------------------------------------

    \68\ The Commission notes that it made similar findings in
connection with its approval of the substantially similar ownership
structures, and related protections, of the NASDAQ Exchange, Phlx,
and BX. See Securities Exchange Act Release No. 53128 (January 13,
2006), 71 FR 3550, 3552 (January 23, 2006) (order approving
application for exchange registration of the NASDAQ Exchange); Phlx
Acquisition Order, supra note 45, at 42877; and Securities Exchange
Act Release No. 58324 (August 7, 2008), 73 FR 46936, 46943 (August
12, 2008) (File Nos. SR-BSE-2008-02; SR-BSE-2008-23; SR-BSE-2008-25;
SR-BSECC-2008-01) (order approving the acquisition of the Boston
Stock Exchange, Inc. by The NASDAQ OMX Group, Inc.) (``BX
Acquisition Order'').
---------------------------------------------------------------------------

C. Removal of Trust Agreement

    As described above, Section 19(b) of the Act and Rule 19b-4
thereunder require an SRO to file proposed rule changes with the
Commission. Although the ISE Trust is not an SRO, because the
provisions of the Trust Agreement, pursuant to which the ISE Trust
operates, are stated policies, practice, or interpretations of the
Exchanges, they are rules of the Exchanges, as defined in Rule 19b-4
under the Act.\69\ Accordingly, the Exchanges previously filed the
Trust Agreement with the Commission pursuant to Section 19(b)(4) of the
Act \70\ and Rule 19b-4 thereunder.\71\
---------------------------------------------------------------------------

    \69\ 17 CFR 240.19b-4.
    \70\ 15 U.S.C. 78s(b).
    \71\ See Eurex Frankfurt Acquisition Notice, supra note 21. See
also ISE Notice, supra note 3 at 30354; ISE Gemini Notice, supra
note 3, at 30389; and ISE Mercury Notice, supra note 3, at 30406.
See also supra note 21.
---------------------------------------------------------------------------

    The Trust Agreement was entered into in 2007 to provide for an
automatic transfer of ISE Holdings shares to the ISE Trust if a Person
\72\ were to obtain, through ownership of one of the non-U.S. upstream
owners without prior Commission approval, an ownership or voting
interest in ISE Holdings in excess of the Ownership Limits and Voting
Limits.\73\ The ISE Trust, and the Trust Agreement that governs the
Trust, has since served as the mechanism by which the Ownership Limits
and Voting Limits would be enforced in the event of a violation of
those limitations.\74\
---------------------------------------------------------------------------

    \72\ Under the Trust Agreement, the term ``Person'' means any
individual, corporation (including not-for-profit), general or
limited partnership, limited liability company, joint venture,
estate, trust, association, organization, government or any agency
or political subdivision thereof, or any other entity of any kind or
nature. See Trust Agreement, Section 1.1.
    \73\ See ISE Notice, supra note 3 at 30354; ISE Gemini Notice,
supra note 3, at 30389; and ISE Mercury Notice, supra note 3, at
30406.
    \74\ For a more detailed description of the operation of the
Trust Agreement, see ISE Notice, supra note 3 at 30354; ISE Gemini
Notice, supra note 3, at 30389; and ISE Mercury Notice, supra note
3, at 30406. See also supra note 21. See also Eurex Frankfurt
Acquisition Order, supra note 21, at 71984.
---------------------------------------------------------------------------

    The purpose for which the ISE Trust was formed will no longer be
relevant after the closing of the Transaction. As described above, the
Exchanges propose to remove the Ownership Limits and Voting Limits in
the ISE Holdings COI and instead propose a new requirement that Nasdaq
be the holder of 100% of the capital stock of U.S. Exchange Holdings,
which in turn, must hold 100% of the capital stock of ISE Holdings,
unless approved by the Commission.\75\ Accordingly, as of closing date
of the Transaction, the Exchanges propose to delete the Trust Agreement
as rules of the Exchanges.\76\ In connection with the repeal of the
Trust Agreement, the Exchanges also propose to remove provisions
relating to the Trust Agreement and the ISE Trust from the ISE Holdings
COI.\77\ Similarly, the Exchanges also propose to remove references to
the Trust Agreement in Article THIRTEENTH of the U.S. Exchange Holdings
COI.\78\ The Commission believes that these proposed changes are
consistent with the Act because they provide greater clarity and remove
uncertainty regarding the application of the Trust Agreement to ISE
Holdings and U.S. Exchange Holdings.
---------------------------------------------------------------------------

    \75\ See Amendment No. 1, supra note 4.
    \76\ The Exchange also proposes that, as of the closing of the
Transaction, the parties to the Trust Agreement would be permitted
to take the corporate steps necessary to repeal the Trust Agreement
and dissolve the ISE Trust.
    \77\ The Exchanges also propose to retitle the U.S. Exchange
Holdings COI as the ``Third'' Amended and Restated Certificate of
Incorporation of ISE Holdings.
    \78\ The Exchanges also propose to (i) retitle the U.S. Exchange
Holdings COI as the ``Fourth'' Amended and Restated Certificate of
Incorporation of U.S. Exchange Holdings, (ii) update the effective
date thereof, and (iii) update references to the U.S. Exchange
Holdings COI as the ``Restated Certificate,'' which is a defined
term therein.
---------------------------------------------------------------------------

    The Commission believes that repealing the Trust Agreement and
removing related provisions from the ISE Holdings and U.S. Exchange
Holdings COIs is appropriate given the adoption of new controls on the
ownership, transfer, assignment, and voting of U.S. Exchange Holdings
and ISE Holdings capital stock, together with the voting limitations in
the Nasdaq governing documents, discussed above.

D. Member Ownership Restriction

    Each of the Exchanges also proposes to amend its rules to prohibit
its members or persons associated with such members from beneficially
owning, directly or indirectly, greater than 20% of the (i) then-
outstanding voting Limited Liability Company Interest of ISE, ISE
Gemini, or ISE Mercury, as applicable, or (ii) then-outstanding voting
securities of Nasdaq (the ``Member Ownership Restrictions'').\79\ The
proposed 20% limitation on ownership of each of the Exchanges by its
members replaces a similar provision being deleted in current Section
III(a)(i)(y) of Article FOURTH of the ISE Holdings COI.
---------------------------------------------------------------------------

    \79\ See proposed ISE Rule 312, proposed ISE Gemini Rule 309,
and proposed ISE Mercury Rule 309. For purposes of the amended
rules, each of the Exchanges also proposes to include language
stating that any calculation of the voting Limited Liability Company
Interest of each of the Exchanges or the voting securities of Nasdaq
outstanding at any particular time shall be made in accordance with
the last sentence of Commission Rule 13d-3(d)(1)(i)(D) and the term
``beneficially owned,'' including all derivative or similar words,
shall have the meaning set forth in the Nasdaq COI. Each of the
Exchanges also proposes to delete obsolete language in the amended
rule that provides that nothing in the rule shall prohibit a member
(and, in the case of proposed ISE Rule 312, or non-member owner)
from acquiring or holding any equity interest in ISE Holdings that
is permitted by the ISE Holdings COI given the modifications to the
ownership structure of ISE Holdings discussed in Section III.B
(Ownership Limits and Voting Limits).
---------------------------------------------------------------------------

    As the Commission has noted in the past, a member's interest in an
exchange could rise to a level as to cast doubt on whether the exchange
can fairly and objectively exercise its self-regulatory
responsibilities with respect to that member.\80\ A member that is a
controlling shareholder of an exchange or an exchange's holding company
might be tempted to exercise that controlling influence by pressuring
or directing the exchange to refrain from,

or the exchange otherwise may hesitate to, diligently monitor and
surveil the member's conduct or diligently enforce its rules and the
federal securities laws with respect to conduct by the member that
violates such provisions.\81\ The Commission finds that the proposed
Member Ownership Restrictions, combined with the voting limitations in
Nasdaq's governing documents as discussed above, are consistent with
the Act, including Sections 6(b)(1) and 6(b)(5) of the Act. The
Commission believes that the proposed Member Ownership Restrictions are
reasonably designed to reduce the potential for an Exchanges' member to
improperly interfere with or restrict the ability of the Commission or
the Exchanges to effectively carry out their respective regulatory
oversight responsibilities under the Act.
---------------------------------------------------------------------------

    \80\ See, e.g., BX Acquisition Order, supra note 68, at 46942.
    \81\ See id.
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and
arguments concerning: Amendment No. 1 to File Nos. SR-ISE-2016-11, SR-
ISE Gemini-2016-05, and SR-ISE Mercury-2016-10, including whether
Amendment No. 1 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-ISE-2016-11, SR-ISE Gemini-2016-05, or SR-ISE Mercury-
2016-10, as applicable, 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 Numbers SR-ISE-2016-11, SR-ISE
Gemini-2016-05, SR-ISE Mercury-2016-10, as applicable. 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 the filing also will be available for inspection
and copying at the principal office of the ISE, ISE Gemini, or ISE
Mercury, as applicable. 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 Numbers
SR-ISE-2016-11, SR-ISE Gemini-2016-05, or SR-ISE Mercury-2016-10, as
applicable, and should be submitted on or before July 18, 2016.

V. Accelerated Approval of Proposed Rule Changes, as Modified by Their
Respective Amendment No. 1

    The Commission, pursuant to Section 19(b)(2) of the Act,\82\ finds
good cause for approving the proposed rule changes, as modified by
their respective Amendment No. 1 prior to the thirtieth day after the
date of publication of notice of filing of Amendment No. 1 in the
Federal Register. In Amendment No. 1, the Exchanges propose to amend
the ISE Holdings COI and U.S. Exchange Holdings COI to remove the
Ownership Limits and Voting Limits and adopt new controls on the
ownership, transfer, assignment, and voting of the capital stock of
U.S. Exchange Holdings and ISE Holdings.\83\ Amendment No. 1 also made
certain conforming changes to the ISE Holdings COI and U.S. Exchange
Holdings COI in connection with the removal of the Ownership Limits and
Voting Limits.\84\ In addition, each of the Exchanges proposes to amend
one of their existing rules limiting the affiliation between ISE, ISE
Gemini, or ISE Mercury and their respective members by adopting the
Member Ownership Restrictions.\85\ As discussed more fully above, the
Commission believes that the amended Ownership Limits and Voting
Limits, along with the ancillary modifications related thereto, are
reasonably designed to prevent any shareholder from exercising undue
control over the operation of each of the Exchanges. Furthermore, as
stated above, the Commission believes that the proposed Membership
Ownership Restrictions are reasonably designed to reduce the potential
for an Exchanges' member to improperly interfere with or restrict the
ability of the Commission or the Exchanges to effectively carry out
their respective regulatory oversight responsibilities under the Act.
Accordingly, the Commission finds good cause for approving the proposed
rule changes, as modified by their respective Amendment No. 1, on an
accelerated basis, pursuant to Section 19(b)(2) of the Act.
---------------------------------------------------------------------------

    \82\ 15 U.S.C. 78s(b)(2).
    \83\ See supra Section III.B (Ownership Limits and Voting
Limits).
    \84\ See supra notes 54 and 64.
    \85\ See supra Section III.D (Member Ownership Restriction).
---------------------------------------------------------------------------

VI. Conclusion

    IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Act
\86\ that the proposed rule changes (SR-ISE-2016-11; SR-ISE Gemini-
2016-05; SR-ISE Mercury-2016-10), as modified by their respective
Amendment No. 1, be, and hereby are, approved on an accelerated basis.
---------------------------------------------------------------------------

    \86\ 15 U.S.C. 78f(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\87\
---------------------------------------------------------------------------

    \87\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2016-15067 Filed 6-24-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 39 (Monday, February 28, 2022)]
[Notices]
[Pages 11062-11065]
[FR Doc No: 2022-04130]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PF22-3-000; Docket No. PF22-4-000]

Columbia Gas Transmission, LLC; Transcontinental Gas Pipe Line
Company, LLC; Notice of Scoping Period Requesting Comments on
Environmental Issues for the Planned Virginia Reliability Project and
Commonwealth Energy Connector Project, and Notice of Public Scoping
Session

    The staff of the Federal Energy Regulatory Commission (FERC or
Commission) will prepare an environmental document that will discuss
the environmental impacts of the Virginia Reliability Project and
Commonwealth Energy Connector Project involving construction and
operation of facilities by Columbia Gas Transmission, LLC (Columbia)
and Transcontinental Gas Pipe Line Company, LLC (Transco),
respectively. Columbia's project would be located in Greensville,
Prince George, Sussex, Surry, Southampton, and Isle of Wight Counties,
Virginia and in the cities of Suffolk and Chesapeake, Virginia.
Transco's project would be located in Mecklenburg, Brunswick, and
Greensville Counties, Virginia. Because of planned operational
connections between the Virginia Reliability Project and the
Commonwealth Energy Connector Project, the Commission will prepare a
single environmental document as part of the National Environmental
Policy Act (NEPA) review process. The Commission will use this
environmental document in its decision-making process to determine
whether the projects are in the public convenience and necessity.
    This notice announces the opening of the scoping process the
Commission will use to gather input from the public and interested
agencies regarding the projects. As part of the NEPA review process,
the Commission takes into account concerns the public may have about
proposals and the environmental impacts that could result from its
action whenever it considers the issuance of a Certificate of Public
Convenience and Necessity. This gathering of public input is referred
to as ``scoping.'' The main goal of the scoping process is to focus the
analysis in the environmental document on the important environmental
issues. Additional information about the Commission's NEPA process is
described below in the NEPA Process and Environmental Document section
of this notice.
    By this notice, the Commission requests public comments on the
scope of issues to address in the environmental document. To ensure
that your comments are timely and properly recorded, please submit your
comments so that the Commission receives them in Washington, DC on or
before 5:00 p.m. Eastern Time on March 24, 2022. Comments may be
submitted in written or oral form. Further details on how to submit
comments are provided in the Public Participation section of this
notice.
    Your comments should focus on the potential environmental effects,
reasonable alternatives, and measures to avoid or lessen environmental
impacts. Your input will help the Commission staff determine what
issues they need to evaluate in the environmental document. Commission
staff will consider all written or oral comments during the preparation
of the environmental document.
    If you submitted comments on either of these projects to the
Commission before the opening of the dockets on December 1, 2021, you
will need to file those comments in Docket Nos. PF22-3-000 (Virginia
Reliability Project) or PF22-4-000 (Commonwealth Energy Connector
Project) to ensure they are considered.
    This notice is being sent to the Commission's current environmental
mailing list for these projects. State and local government
representatives should notify their constituents of these planned
projects and encourage them to comment on their areas of concern.
    If you are a landowner receiving this notice, a representative from
Columbia or Transco may contact you about the acquisition of an
easement to construct, operate, and maintain the planned facilities.
The company would seek to negotiate a mutually acceptable easement
agreement. You are not required to enter into an agreement. However, if
the Commission approves the project, the Natural Gas Act conveys the
right of eminent domain to the company. Therefore, if you and the
company do not reach an easement agreement, the pipeline company could
initiate condemnation proceedings in court. In such instances,
compensation would be determined by a judge in accordance with state
law. The Commission does not subsequently grant, exercise, or oversee
the exercise of that eminent domain authority. The courts have
exclusive authority to handle eminent domain cases; the Commission has
no jurisdiction over these matters.
    A fact sheet prepared by the FERC entitled ``An Interstate Natural
Gas Facility On My Land? What Do I Need To Know?'' addresses typically
asked questions, including the use of eminent domain and how to
participate in the Commission's proceedings. This fact sheet along with
other landowner topics of interest are available for viewing on the
FERC website (www.ferc.gov) under the links to Natural Gas Questions or
Landowner Topics.

Public Participation

    There are four methods you can use to submit your comments to the
Commission. Please carefully follow these instructions so that your
comments are properly recorded. The Commission encourages electronic
filing of comments and has staff available to assist you at (866) 208-
3676 or [email protected].
    (1) You can file your comments electronically using the eComment
feature, which is located on the Commission's website (www.ferc.gov)
under the link to FERC Online. Using eComment is an easy method for
submitting brief, text-only comments on a project;
    (2) You can file your comments electronically by using the eFiling
feature, which is located on the Commission's website (www.ferc.gov)
under the link to FERC Online. With eFiling, you can provide comments
in a variety of formats by attaching them as a file with your
submission. New eFiling users must first create an account by clicking
on ``eRegister.'' You

will be asked to select the type of filing you are making; a comment on
a particular project is considered a ``Comment on a Filing,'' or
    (3) You can file a paper copy of your comments by mailing them to
the Commission. Be sure to reference the project docket number (PF22-3-
000 for Virginia Reliability Project or PF22-4-000 for Commonwealth
Energy Connector Project) on your letter. Submissions sent via the U.S.
Postal Service must be addressed to: Kimberly D. Bose, Secretary,
Federal Energy Regulatory Commission, 888 First Street NE, Room 1A,
Washington, DC 20426. Submissions sent via any other carrier must be
addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 12225 Wilkins Avenue, Rockville, Maryland 20852.
    (4) In lieu of sending written comments, the Commission invites you
to attend the virtual public scoping session its staff will conduct by
telephone, scheduled as follows:

Date and Time

Tuesday, March 15, 2022, 5:00 p.m. to 7:00 p.m., Call in number: 800-
779-8625, Passcode: 3472916

    Although there will not be a formal presentation, Commission staff
will be available to answer questions you may have about the
environmental review process. The primary goal of this scoping session
is to have you identify the specific environmental issues and concerns
that should be considered in the environmental document. Individual
oral comments will be taken on a one-on-one basis with a court reporter
present on the line. This format is designed to receive the maximum
amount of oral comments, in a convenient way during the timeframe
allotted, and is in response to the ongoing COVID-19 pandemic.
    The scoping session is scheduled from 5:00 p.m. to 7:00 p.m.
eastern time. You may call at any time after 5:00 p.m. at which time
you will be placed on mute and hold. Calls will be answered in the
order they are received. Once answered, you will have the opportunity
to provide your comment directly to a court reporter with FERC staff or
representative present on the line. A time limit of three minutes will
be implemented for each commentor.
    Transcripts of all comments received during the scoping session
will be publicly available on FERC's eLibrary system (see the last page
of this notice for instructions on using eLibrary).
    It is important to note that the Commission provides equal
consideration to all comments received, whether filed in written form
or provided orally at a virtual scoping session.
    Additionally, the Commission offers a free service called
eSubscription, which makes it easy to stay informed of all issuances
and submittals regarding the dockets/projects to which you subscribe.
These instant email notifications are the fastest way to receive
notification and provide a link to the document files which can reduce
the amount of time you spend researching proceedings. Go to https://www.ferc.gov/ferc-online/overview to register for eSubscription.

Summary of the Planned Projects

Virginia Reliability Project

    Columbia plans to replace and expand existing facilities associated
with its VM-107 and VM-108 pipelines in southeast Virginia. The
Virginia Reliability Project would increase the capability of
Columbia's existing pipeline facilities to provide incremental firm
transportation service of 100,000 dekatherms per day (Dth/d), while
increasing the reliability of Columbia's system by replacing 1950s
vintage pipeline. According to Columbia, its project would meet the
increasing market demand of residential, commercial, and industrial
consumers in southeast Virginia.
    The Virginia Reliability Project would consist of the following:
     Replacement of approximately 47.7 miles of existing, 1950s
vintage 12-inch-diameter VM-107 and VM-108 pipelines with 24-inch-
diameter pipeline mostly within Columbia's existing right-of-way, in
the Counties of Sussex, Surry, Southampton, and Isle of Wight, as well
as the cities of Suffolk and Chesapeake, Virginia;
     installation of one new 5,500 horsepower (HP) electric-
drive compressor unit at the existing Emporia Compressor Station in
Greensville County, Virginia;
     a facility upgrade involving additional gas cooling and an
increase of 2,700 HP at the existing Petersburg Compressor Station in
Prince George County, Virginia;
     expansion of the Emporia Point of Receipt in Greensville
County, Virginia; RS-7423 Regulator Station in Prince George County,
Virginia; and the MS-831010 Point of Delivery in the City of
Chesapeake, Virginia; and
     eight mainline valve replacements, five new launcher/
receiver installations, and other minor appurtenant facilities.
    The general location of the project facilities is shown in appendix
1.\1\
---------------------------------------------------------------------------

    \1\ The appendices referenced in this notice will not appear in
the Federal Register. Copies of the appendices were sent to all
those receiving this notice in the mail and are available at
www.ferc.gov using the link called ``eLibrary.'' For instructions on
connecting to eLibrary, refer to the last page of this notice. At
this time, the Commission has suspended access to the Commission's
Public Reference Room due to the proclamation declaring a National
Emergency concerning the Novel Coronavirus Disease (COVID-19),
issued by the President on March 13, 2020. For assistance, contact
FERC at [email protected] or call toll free,<PHONE_NUMBER>
or TTY<PHONE_NUMBER>.
---------------------------------------------------------------------------

Commonwealth Energy Connector Project

    Transco plans to expand its existing natural gas transmission
system to provide 105,000 Dth/d of incremental firm transportation
capacity from its Compressor Station 165 in Pittsylvania County,
Virginia to the existing Emporia delivery point in Greensville County,
Virginia on the existing South Virginia Lateral B-Line Pipeline.
    The Commonwealth Energy Connector Project would consist of the
following:
     Construction of a 6.35-mile-long, 24-inch-diameter
pipeline loop \2\ (referred to as the Commonwealth Loop), including
valve and launcher/receiver facilities, in Brunswick and Greensville
Counties, Virginia;
---------------------------------------------------------------------------

    \2\ A pipeline loop is a segment of pipe constructed parallel to
an existing pipeline to increase capacity.
---------------------------------------------------------------------------

     installation of a 30,500 HP electric motor-drive
compressor unit at the existing Compressor Station 168 in Mecklenburg
County, Virginia; and
     expansion of the existing Emporia Metering and Regulator
Station in Greensville County, Virginia.
    The general location of the project facilities is shown in appendix
1.

Land Requirements for Construction

Virginia Reliability Project

    As a preliminary estimate, construction of the planned facilities
for the Virginia Reliability Project would disturb about 814 acres of
land for the aboveground facilities and the pipeline. Following
construction, Columbia would maintain about 195 acres for permanent
operation of the project's facilities; the remaining acreage would be
restored. These acreages are subject to change pending further pipeline
route refinement. All of the planned pipeline route parallels
Columbia's existing VM-107 and VM-108 pipelines.

Commonwealth Energy Connector Project

    Construction of the planned facilities for the Commonwealth Energy
Connector would disturb about 168 acres of land for the compressor
station modifications and the pipeline. An additional amount, as yet to
be quantified, would be disturbed for

aboveground facilities. Following construction, Transco would maintain
about 2.8 acres of new pipeline right-of-way for permanent operation of
the project's facilities; the remaining acreage is either part of its
existing permanent right-of-way or would be restored. The acreage that
would be permanently affected by aboveground facilities outside of
Transco's existing facilities has yet to be quantified. All of the
planned pipeline route parallels Transco's existing South Virginia
Lateral A-Line.

NEPA Process and the Environmental Document

    Any environmental document issued by Commission staff will discuss
impacts that could occur as a result of the construction and operation
of the planned projects under the relevant general resource areas:
     Geology and soils;
     water resources and wetlands;
     vegetation and wildlife;
     threatened and endangered species;
     cultural resources;
     socioeconomics and environmental justice;
     land use;
     air quality and noise;
     climate change; and
     reliability and safety.
    Commission staff have already identified several issues that
deserve attention based on a preliminary review of the planned
facilities and the environmental information provided by Columbia and
Transco for their respective projects. This preliminary list of issues
may change based on your comments and our analysis:
     Lands administered by the Great Dismal Swamp National
Wildlife Refuge;
     the Sunray Historic District in the city of Chesapeake,
Virginia; and
     residential, commercial, and industrial areas;
     agricultural lands;
     wetlands and waterbodies; and
     forested areas.
    Commission staff will also evaluate reasonable alternatives to the
planned projects or portions of the projects and make recommendations
on how to lessen or avoid impacts on the various resource areas. Your
comments will help Commission staff identify and focus on the issues
that might have an effect on the human environment and potentially
eliminate others from further study and discussion in the environmental
document.
    Although no formal application has been filed for either project,
Commission staff have already initiated a NEPA review under the
Commission's pre-filing process. The purpose of the pre-filing process
is to encourage early involvement of interested stakeholders and to
identify and resolve issues before the Commission receives an
application. As part of the pre-filing review, Commission staff will
contact federal and state agencies to discuss their involvement in the
scoping process and the preparation of the environmental document.
    If formal applications are filed, Commission staff will then
determine whether to prepare an Environmental Assessment (EA) or an
Environmental Impact Statement (EIS). The EA or the EIS will present
Commission staff's independent analysis of the environmental issues. If
Commission staff prepares an EA, a Notice of Schedule for the
Preparation of an Environmental Assessment will be issued. The EA may
be issued for an allotted public comment period. The Commission would
consider timely comments on the EA before making its determination on
the proposed projects. If Commission staff prepares an EIS, a Notice of
Intent to Prepare an EIS/Notice of Schedule will be issued once the
applications are filed, which will open an additional public comment
period. Staff will then prepare a draft EIS that will be issued for
public comment. Commission staff will consider all timely comments
received during the comment period on the draft EIS, and revise the
document, as necessary, before issuing a final EIS. Any EA or draft and
final EIS will be available in electronic format in the public record
through eLibrary \3\ and the Commission's natural gas environmental
documents web page (https://www.ferc.gov/industries-data/natural-gas/environment/environmental-documents). If eSubscribed, you will receive
instant email notification when the environmental document is issued.
---------------------------------------------------------------------------

    \3\ For instructions on connecting to eLibrary, refer to the
last page of this notice.
---------------------------------------------------------------------------

    With this notice, the Commission is asking agencies with
jurisdiction by law and/or special expertise with respect to the
environmental issues related to these projects to formally cooperate in
the preparation of the environmental document.\4\ Agencies that would
like to request cooperating agency status should follow the
instructions for filing comments provided under the Public
Participation section of this notice.
---------------------------------------------------------------------------

    \4\ The Council on Environmental Quality regulations addressing
cooperating agency responsibilities are at Title 40, Code of Federal
Regulations, Part 1501.8.
---------------------------------------------------------------------------

Consultation Under Section 106 of the National Historic Preservation
Act

    In accordance with the Advisory Council on Historic Preservation's
implementing regulations for section 106 of the National Historic
Preservation Act, the Commission is using this notice to initiate
consultation with the Virginia Department of Historic Resources, and to
solicit its views and those of other government agencies, interested
Indian tribes, and the public on the projects' potential effects on
historic properties.\5\ The environmental document for these projects
will document our findings on the impacts on historic properties and
summarize the status of consultations under section 106.
---------------------------------------------------------------------------

    \5\ The Advisory Council on Historic Preservation regulations
are at Title 36, Code of Federal Regulations, Part 800. Those
regulations define historic properties as any prehistoric or
historic district, site, building, structure, or object included in
or eligible for inclusion in the National Register of Historic
Places.
---------------------------------------------------------------------------

Environmental Mailing List

    The environmental mailing list includes federal, state, and local
government representatives and agencies; elected officials;
environmental and public interest groups; Native American Tribes; and
other interested parties. This list also includes all affected
landowners (as defined in the Commission's regulations) who are
potential right-of-way grantors, whose property may be used temporarily
for project purposes, or who own homes within certain distances of
aboveground facilities, and anyone who submits comments on the projects
and includes a mailing address with their comments. Commission staff
will update the environmental mailing list as the analysis proceeds to
ensure that Commission notices related to this environmental review are
sent to all individuals, organizations, and government entities
interested in and/or potentially affected by the planned projects.
    If you need to make changes to your name/address, or if you would
like to remove your name from the mailing list, please complete one of
the following steps:
    (1) Send an email to [email protected] stating your
request. You must include the docket number PF22-03-000 for Virginia
Reliability Project or PF22-04-000 for Commonwealth Energy Connector
Project in your request. If you are requesting a change to your
address, please be sure to include your name and the correct address.
If you are requesting to delete your address from the mailing

list, please include your name and address as it appeared on this
notice. This email address is unable to accept comments.
    OR
    (2) Return the attached ``Mailing List Update Form'' (appendix 2).

Becoming an Intervenor

    Once Columbia and Transco file their applications with the
Commission, you may want to become an ``intervenor'' which is an
official party to the Commission's proceeding. Only intervenors have
the right to seek rehearing of the Commission's decision and be heard
by the courts if they choose to appeal the Commission's final ruling.
An intervenor formally participates in the proceeding by filing a
request to intervene pursuant to Rule 214 of the Commission's Rules of
Practice and Procedures (18 CFR 385.214). Motions to intervene are more
fully described at https://www.ferc.gov/resources/guides/how-to.asp.
Please note that the Commission will not accept requests for intervenor
status at this time. You must wait until the Commission receives formal
applications for the projects, after which the Commission will issue a
public notice that establishes an intervention deadline.

Additional Information

    Additional information about the projects is available from the
Commission's Office of External Affairs, at (866) 208-FERC, or on the
FERC website (www.ferc.gov) using the eLibrary link. Click on the
eLibrary link, click on ``General Search'' and enter the docket number
in the ``Docket Number'' field. Be sure you have selected an
appropriate date range. For assistance, please contact FERC Online
Support at [email protected] or toll free at<PHONE_NUMBER>,
or for TTY, contact<PHONE_NUMBER>. The eLibrary link also provides
access to the texts of all formal documents issued by the Commission,
such as orders, notices, and rulemakings.
    Public sessions or site visits will be posted on the Commission's
calendar located at https://www.ferc.gov/news-events/events along with
other related information.

    Dated: February 22, 2022.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2022-04130 Filed 2-25-22; 8:45 am]
BILLING CODE 6717-01-P


(i) 	Notify the Executive Director that the unit meets these criteria.

(ii) 	Keep records on a calendar quarter basis of the weight of
pathological waste, low-level radioactive waste, and/or chemotherapeutic
waste burned, and the weight of all other fuels and wastes burned in the
unit.

(2)	Agricultural waste incineration units.  Incineration units burning
90 percent or more by weight (on a calendar quarter basis and excluding
the weight of auxiliary fuel and combustion air) of agricultural wastes
as defined in 40 CFR 60.2875 are not subject to the requirements of
Section 13 if the owner or operator of the CISWI unit meets the two
requirements specified in (2)(i) and (ii) of this paragraph.

(i)	Notify the Executive Director that the unit meets these criteria.

(ii)	Keep records on a calendar quarter basis of the weight of
agricultural waste burned, and the weight of all other fuels and wastes
burned in the unit.

(3)	Municipal waste combustion units.  Incineration units that meet
either of the two criteria specified in (3)(i) or (ii) of this
paragraph.

(i)	Are regulated under 40 CFR 60, Subpart Ea (Standards of Performance
for Municipal Waste Combustors); 40 CFR 60, Subpart Eb (Standards of
Performance for Municipal Waste Combustors for Which Construction is
Commenced After September 20, 1994); 40 CFR 60, Subpart Cb (Emission
Guidelines and Compliance Time for Large Municipal Combustors that are
Constructed on or Before September 20, 1994); 40 CFR 60, Subpart AAAA
(Standards of Performance for New Stationary Sources: Small Municipal
Waste Combustion Units); or 40 CFR 60, Subpart BBBB (Emission Guidelines
for Existing Stationary Sources: Small Municipal Waste Combustion
Units).

(ii)	Burn greater than 30 percent municipal solid waste or
refuse-derived fuel, as defined in Subpart Ea, Subpart Eb, Subpart AAAA,
and Subpart BBBB, and that have the capacity to burn less than 35 tons
(32 megagrams) per day of municipal solid waste or refuse-derived fuel,
if the owner or operator of the CISWI unit meets the two requirements in
(3) (ii) (A) and (B) of this paragraph.

(A)	Notify the Executive Director that the unit meets these criteria.

(B)	Keep records on a calendar quarter basis of the weight of municipal
solid waste burned, and the weight of all other fuels and wastes burned
in the unit.

(4)	Medical waste incineration units.  Incineration units regulated
under 40 CFR 60, Subpart Ec (Standards of Performance for
Hospital/Medical/Infectious Waste Incinerators for Which Construction is
Commenced After June 20, 1996) or 40 CFR 60, Subpart Ca (Emission
Guidelines and Compliance Times for Hospital/Medical/Infectious Waste
Incinerators).

(5)	Small power production facilities.  Units that meet the three
requirements specified in (5)(i) through (iii) of this paragraph.

(i)	The unit qualifies as a small power-production facility under
section 3 (17)(C) of the Federal Power Act (16 U.S.C. 796 (17)(C)).

(ii)	The unit burns homogeneous waste (not including refuse-derived
fuel) to produce electricity.

(iii)	The owner or operator of the CISWI unit notifies the Executive
Director that the unit meets all of these criteria.

(6)	Co-generation facilities.  Units that meet the three requirements
specified in (6)(i) through (iii) of this paragraph.

(i)	The unit qualifies as a co-generation facility under section
3(18)(B) of the Federal Power Act (16 U.S.C. 796(18)(B)).

(ii)	The unit burns homogeneous waste (not including refuse-derived
fuel) to produce electricity and steam or other forms of energy used for
industrial, commercial, heating, or cooling purposes.

(iii)	The owner or operator of the CISWI unit notifies the Executive
Director that the unit meets all of these criteria.

(7)	Hazardous waste combustion units.  Units that meet either of the two
criteria specified in (7)(i) or (ii) of this paragraph.

(i)	Units for which the owner or operator is required to get a permit
under section 3005 of the Solid Waste Disposal Act.

(ii)	Units regulated under Subpart EEE of 40 CFR Part 63 (National
Emission Standards for Hazardous Air Pollutants from Hazardous Waste
Combustors).

(8)	Materials recovery units.  Units that combust waste for the primary
purpose of recovering metals, such as primary and secondary smelters.

(9)	Air curtain incinerators.  Air curtain incinerators that burn only
the materials listed in (9)(i) through (iii) of this paragraph are only
required to meet the requirements under "Air Curtain Incinerators" 40
CFR 60.2810 through 60.2870.

(i)	100 percent wood waste.

(ii)	100 percent clean lumber.

(iii)	100 percent mixture of only wood waste, clean lumber, and/or yard
waste.

(10)	Cyclonic barrel burners. (See 40 CFR 60.2875)

(11)	Rack, part, and drum reclamation units. (See 40 CFR 60.2875)

(12)	Cement kilns.  Kilns regulated under Subpart LLL of 40 CFR Part 63
(National Emission Standards for Hazardous Air Pollutants from the
Portland Cement Manufacturing Industry).

(13)	Sewage sludge incinerators.  Incineration units regulated under
Subpart O of 40 CFR Part 60 (Standards of Performance for Sewage
Treatment Plants).

(14)	Chemical recovery units.  Combustion units burning materials to
recover chemical constituents or to produce chemical compounds where
there is an existing commercial market for such recovered chemical
constituents or compounds.  The seven types of units described in
(14)(i) through (vii) of this paragraph are considered chemical recovery
units.

(i)	Units burning only pulping liquors (i.e., black liquor) that are
reclaimed in a pulping liquor recovery process and reused in the pulping
process.

(ii)	Units burning only spent sulfuric acid used to produce virgin
sulfuric acid.

(iii)	Units burning only wood or coal feedstock for the production of
charcoal.

(iv)	Units burning only manufacturing byproduct streams/residues
containing catalyst metals which are reclaimed and reused as catalysts
or used to produce commercial grade catalysts.

(v)	Units burning only coke to produce purified carbon monoxide that is
used as an intermediate in the production of other chemical compounds.

(vi)	Units burning only hydrocarbon liquids or solids to produce
hydrogen, carbon monoxide, synthesis gas, or other gases for use in
other manufacturing processes.

(vii)	Units burning only photographic film to recover silver.

(15)	Laboratory analysis units.  Units that burn samples of materials
for the purpose of chemical or physical analysis.

3.	Schedule for compliance.

(a)	Except as provided in sub-paragraph (b), each designated or affected
facility to which the provisions of Section 13 are applicable, shall
comply with the emission standards and requirements set forth in Section
13 not later than December 1, 2003.

(b)	Any designated or affected facility that does not comply with
sub-paragraph (a) shall be subject to the increments of progress
requirements set forth in 40 CFR 60.2575 through 60.2605 and shall
comply as follows:

(1)	Increment 1 - Submit final control plan - April 1, 2003

(2) 	Increment 2 - Achieve final compliance - December 1, 2005

4.	Permitting requirements. Each CISWI unit affected by the provisions
of Section 13 shall be subject to the permitting requirements of Air
Emissions Operating Permit Regulations for the Purposes of Title V of
the Federal Clean Air Act, APC-S-6; and the owner and/or operator of the
affected facility shall submit the necessary permit application not
later than April 1, 2003. Beginning December 1, 2003, affected
facilities shall only operate pursuant to authorization, or a permit
issued, pursuant to the operating permit regulations referenced herein.

5.	Clarifications of terminology. Clarification for certain terms
contained in the requirements adopted by reference into Section 13 are
as follows:

(a)	The term "Administrator", as it relates to the State Air Pollution
Control Agency in 40 CFR 60.2575 through 60.2875, means the "Executive
Director" of the Mississippi Department of Environmental Quality.

(b)	The term "You" in 40 CFR 60.2575 through 60.2875 means the owner or
operator of a CISWI unit.

The term "State plan" in 40 CFR 60.2575 through 60.2875 means the plan
(including the requirements set forth in Section 13) submitted to the
U.S. Environmental Protection Agency that implement the emission
guidelines contained in 40 CFR 60, Subpart DDDD.

Section 14. PROVISIONS for the Clean Air Interstate Rule.

1.	The provisions of this paragraph apply to Electric Generating Units
subject to the Clean Air Interstate Rule (CAIR) as set forth in 40 CFR
51.123, 40 CFR 51.124, and 40 CFR 96.102 through 40 CFR 96.388 as
amended and promulgated by the U.S. Environmental Protection Agency as
of October 3, 2008.  All such requirements are incorporated herein and
adopted by reference by the Mississippi Commission on Environmental
Quality as official regulations of the State of Mississippi and shall
hereafter be enforceable as such except as follows:

(a)	The term (permitting authority( shall mean the "Mississippi
Environmental Quality Permit Board" except when used in the definitions
of "Allocate or allocation" and "CAIR NOx allowance" in 40 CFR 96.102,
the definitions of "Allocate or allocation" and "CAIR SO2 allowance" in
40 CFR 96.202, and the definitions of "Allocate or allocation" and "CAIR
NOx Ozone Season allowance" in 40 CFR 96.302.

(b)	Unit specific nitrogen oxides (NOx) annual and ozone season
allowances shall be established by the Commission in accordance with the
procedures outlined in 40 CFR 96.142 and 40 CFR 96.342 and will be
assigned to each unit by the dates specified in 40 CFR 96.141 and 40 CFR
96.341.

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APC-S-1, Amended December 11, 2008

APC-S-1, Amended December 11, 2008