[Federal Register Volume 85, Number 37 (Tuesday, February 25, 2020)]
[Notices]
[Pages 10765-10774]
[FR Doc No: 2020-03640]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88236; File No. SR-BOX-2020-04]

Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing
of a Proposed Rule Change To Amend the Provisions of Its Limited
Liability Company Agreement and Bylaws To Accommodate the Exchange's
Regulation of Multiple Facilities

February 19, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 4, 2020, BOX Exchange LLC (``BOX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II and III below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend the provisions of its limited
liability company agreement (the ``LLC Agreement'') and bylaws (the
``Bylaws'') to accommodate the Exchange's regulation of multiple
facilities. The text of the proposed rule change is available from the
principal office of the Exchange, at the Commission's Public Reference
Room and also on the Exchange's internet website at http://boxoptions.com.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is a Delaware limited liability company that therefore
has an LLC Agreement. The Exchange also has Bylaws. The LLC Agreement
and Bylaws, collectively, are the Exchange's source of governance and
operating authority. Currently, the Exchange regulates only one
facility, BOX Options Market LLC (``BOX Options Market''), which is
reflected in the existing LLC Agreement and Bylaws. The Exchange
proposes certain discrete amendments to the LLC Agreement and Bylaws
that would (i) provide sufficient flexibility in the documents for them
to contemplate that there may be multiple Exchange facilities under the
Exchange's regulatory authority, (ii) simplify the structure of the
defined terms in the LLC Agreement and Bylaws to make

them easier to read and understand, and (iii) make certain other
changes to the terms of the LLC Agreement and Bylaws to bring them
current with the structure of the Exchange and its relationships.
    The proposed rule changes are reflected in the LLC Agreement and
the Bylaws of the Exchange. The description of the proposed rule
changes is organized in three parts below. First, the description
addresses the proposed changes to certain definitions that currently
appear in the LLC Agreement and the Bylaws. Second, the description
addresses proposed changes to the LLC Agreement other than the proposed
changes to the LLC Agreement definitions. Third, the description
addresses proposed changes to the Bylaws other than the Bylaw
definitions.
Proposed Changes to Definitions Used in the LLC Agreement and Bylaws
    Article 1, Section 1.1 of the LLC Agreement contains certain
defined terms that are used in the LLC Agreement. In addition, Article
1, Section 1.01 of the Bylaws provides that terms that have initial
capitalization in the Bylaws without further definition have the
meaning assigned to such terms in the LLC Agreement. The following
changes are proposed to the definitions that appear in the LLC
Agreement and the Bylaws. Where appropriate, changes are also proposed
to reorder the appearance of definitions in Article 1, Section 1.01 of
the Bylaws based on the proposed additions and deletions.\3\
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    \3\ Such reordering changes are not necessary to the LLC
Agreement because the definitions that appear in Article 1, Section
1.1 appear only in alphabetical order without any additional
subsection numbering or lettering.
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Proposed Changes to Definitions in the LLC Agreement
    BOX Holdings. The Exchange is proposing to remove the definition of
``BOX Holdings'' from the LLC Agreement. The term is defined to mean
``BOX Holdings Group LLC, a Delaware limited liability company'' (``BOX
Holdings''). BOX Holdings is the parent and 100% owner of BOX Options
Market, which is currently the only facility \4\ of the Exchange. As
described in more detail below, this change would be made in connection
with removing BOX Holdings Group LLC as a party to the LLC Agreement
and providing representation on the Exchange Board to entities that are
facilities of the Exchange rather than to BOX Holdings through a ``BOX
Holdings Director'' as that term is defined in the Bylaws.\5\ For the
reasons explained below, the change is designed to accommodate the
Exchange's contemplated regulation of multiple facilities as opposed to
the current structure in which BOX Options Market is the only facility
of the Exchange.
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    \4\ 15 U.S.C. 78c(a)(2). Section 3(a)(2) of the Exchange Act
defines the term facility when used with respect to an exchange to
include ``its premises, tangible or intangible property whether on
the premises or not, any right to the use of such premises or
property or any service thereof for the purpose of effecting or
reporting a transaction on an exchange (including, among other
things, any system of communication to or from the exchange, by
ticker or otherwise, maintained by or with the consent of the
exchange), and any right of the exchange to the use of any property
or service.''
    \5\ See Bylaws, Section 1.01(b).
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    BOX Options. The Exchange is proposing to remove the term ``BOX
Options'' from the LLC Agreement. The Exchange is proposing to remove
the definition because the definition is specific to the regulation by
the Exchange of the BOX Options Market facility. The Exchange would
adopt a new defined term ``Exchange Facility'' in the LLC Agreement, as
described below, to replace the defined term ``BOX Options'' and make
the defined terms in the LLC Agreement flexible enough to accommodate
multiple facilities of the Exchange and Exchange rules related thereto.
For reasons explained below, the change is designed to accommodate the
Exchange's contemplated regulation of multiple facilities as opposed to
the current structure in which BOX Options Market is the only facility
of the Exchange.
    BOX Options Market. The Exchange is proposing to remove the term
``BOX Options Market'' from the LLC Agreement. The Exchange is
proposing to remove the definition because the definition is specific
to the regulation by the Exchange of the BOX Options Market facility.
The Exchange would use the proposed new defined term ``Exchange
Facility'' in the LLC Agreement, as described below, to replace the
defined term ``BOX Options Market'' and make the defined terms in the
LLC Agreement flexible enough to accommodate multiple facilities of the
Exchange and Exchange rules related thereto. For reasons explained
below, the change is designed to accommodate the Exchange's
contemplated regulation of multiple facilities as opposed to the
current structure in which BOX Options Market is the only facility of
the Exchange.
    BOX Options Participant. The Exchange is proposing to remove the
term ``BOX Options Participant'' from the LLC Agreement. The Exchange
is proposing to remove the definition because the definition is
specific to the regulation by the Exchange of the BOX Options Market
facility. The Exchange would adopt a new defined term ``Exchange
Facility Participant'' in the LLC Agreement, as described below, to
replace the defined term ``BOX Options Participant'' and make the
defined terms in the LLC Agreement flexible enough to accommodate
multiple facilities of the Exchange and Exchange rules related thereto.
For reasons explained below, the change is designed to accommodate the
Exchange's contemplated regulation of multiple facilities as opposed to
the current structure in which BOX Options Market is the only facility
of the Exchange.
    BOX Options Products. The Exchange is proposing to remove the term
``BOX Options Products'' from the LLC Agreement because it is only used
in the defined term ``Trading'' in the LLC Agreement and, as described
below, the Exchange is also proposing to delete that term. Upon the
deletion of the term ``Trading'' in the LLC Agreement, the defined term
``BOX Options Products'' would no longer be used anywhere in the LLC
Agreement or in the Bylaws. Therefore, it would be unnecessary and the
Exchange proposes to delete it as a streamlining change to eliminate
unnecessary content from the LLC Agreement and to produce a simplified
structure for the defined terms in the LLC Agreement that is easier to
read and understand.
    BOX Options Rules. The Exchange is proposing to remove the
definition of ``BOX Options Rules'' from the LLC Agreement. The
Exchange is proposing to remove the definition because the definition
is specific to the regulation by the Exchange of the BOX Options Market
facility. The Exchange would adopt a new defined term ``Exchange
Rules'' in the LLC Agreement, as described below, to replace the
defined term ``BOX Options Rules'' and make the defined terms in the
LLC Agreement flexible enough to accommodate multiple facilities of the
Exchange and Exchange rules related thereto.
    Confidential Information. The Exchange is proposing to amend the
definition of ``Confidential Information'' in the LLC Agreement to
remove the reference to ``BOX Options Market.'' The definition of
``Confidential Information'' currently provides that it includes, but
is not limited to, confidential information as it pertains to the
Exchange or the BOX Options Market regarding disciplinary matters,
trading data, trading practices and audit information. The Exchange
would delete the reference to ``BOX Options Market'' and replace it
with a reference to the newly proposed defined term

``Exchange Facility.'' Because the proposed definition of ``Exchange
Facility'' in the LLC Agreement would include the ``BOX Options
Market,'' the definition of ``Confidential Information'' would continue
to cover the same information that it does today in respect of the
Exchange and BOX Options Market. However, the revised definition that
is proposed would also cover the same information as it pertains to any
facility of the Exchange.
    Exchange Facility. The Exchange is proposing to add the definition
of ``Exchange Facility'' to the LLC Agreement. The definition would
cover any ``facility'' of the Exchange as that term is defined in
Section 3 of the Exchange Act.\6\ This change is designed to
accommodate the Exchange's contemplated regulation of multiple
facilities as opposed to the current structure in which BOX Options
Market is the only facility of the Exchange. The addition of this
defined term would create a structure in the LLC Agreement that would
pertain to every facility regulated by the Exchange, and the Exchange
believes that this would promote readability and comprehension of the
LLC Agreement and would thereby promote the protection of investors and
the public interest.
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    \6\ See supra note 4.
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    Exchange Facility Participant. The Exchange is proposing to add the
definition of ``Exchange Facility Participant'' to the LLC Agreement.
The definition would mean ``a firm or organization that is registered
with the Exchange pursuant to the Exchange Rules for purposes of
participating in trading on any Exchange Facility.'' As described
immediately above, the newly proposed term Exchange Facility would mean
``any facility of the Exchange as the term `facility' is defined in
Section 3 of the Exchange Act.'' Therefore, the term ``Exchange
Facility Participant'' would create a defined term in the LLC Agreement
that would be used to refer generally to any firm or organization that
is registered with the Exchange for purposes of participating in
trading on any ``Exchange Facility.'' Because the BOX Options Market is
currently the only facility of the Exchange, the only participant
definition maintained in the LLC Agreement is the definition of ``BOX
Options Participant,'' which, as described above, the Exchange is
proposing to delete. Therefore, the term ``Exchange Facility
Participant'' would be defined broadly enough to refer to a current BOX
Options Participant and any other type of ``Exchange Facility
Participant'' as may become relevant in the future. Currently, the
definition of ``BOX Options Participant'' in the LLC Agreement refers
to a firm or organization registered with the Exchange pursuant to the
2000 Series of the BOX Options Rules. With the proposed change to
accommodate the Exchange's contemplated regulation of multiple
facilities, the Exchange Rules pertaining to participants on various
facilities may be addressed in different series of the Exchange Rules
yet to be enacted. As a consequence, the new definition of Exchange
Facility Participant does not refer to any specific series in the
Exchange Rules.
    Exchange Rules. The Exchange is proposing to add the definition of
``Exchange Rules'' to the LLC Agreement. The term ``Exchange Rules''
would mean ``the rules of the Exchange that constitute `rules of an
exchange' within the meaning of Section 3 of the Exchange Act.''
Currently, the LLC Agreement provides this same definition in respect
of the term ``BOX Options Rules.'' However, as described above, the
Exchange proposes to delete the term ``BOX Options Rules'' in favor of
the more general term ``Exchange Rules'' to make the defined terms in
the LLC Agreement flexible enough to contemplate multiple facilities of
the Exchange and the rules related thereto. The Exchange notes that as
a substantive matter the term ``Exchange Rules'' would be defined in
the same way that ``BOX Options Rules'' is currently defined with the
exception that it would not also include a specific reference to the
``BOX Options Market.''
    Individual U.S. Equities. The Exchange is proposing to remove the
definition of ``Individual U.S. Equities'' from the LLC Agreement. The
Exchange is proposing to remove the definition because the definition
is only used in the definition of ``BOX Options Products,'' which the
Exchange, as described above, is also proposing to remove. Upon the
deletion of the term ``BOX Options Products'' in the LLC Agreement, the
defined term ``Individual U.S. Equities'' would no longer be used
anywhere in the LLC Agreement or in the Bylaws. Therefore, it would be
unnecessary and the Exchange proposes to delete it as a streamlining
change to eliminate unnecessary content from the LLC Agreement and to
create a more simplified set of defined terms.
    MX. The Exchange is proposing to remove the definition of ``MX''
from the LLC Agreement. The term ``MX'' is currently defined to mean
Bourse de Montr[eacute]al, Inc. The Exchange is proposing to remove the
definition because the term only appears in the defined terms
``System'' and ``TOSA'' in the LLC Agreement and, as described below,
the Exchange is also proposing to delete these definitions to achieve a
more simplified structure of defined terms in the LLC Agreement that
would be easier to understand.
    Regulatory Funds. The Exchange is proposing to amend the definition
of ``Regulatory Funds'' in the LLC Agreement to use the proposed
defined term ``Exchange Facility'' within the definition rather than
referencing ``a facility of the Exchange.'' The use of the proposed
defined term rather than the existing text would not change the meaning
of the definition of ``Regulatory Funds'' as it is currently provided
for in the LLC Agreement. It is proposed as a conforming change to rely
on the defined term ``Exchange Facility'' as it would be established in
the LLC Agreement.
    Related Agreements. The Exchange is proposing to remove the
definition of ``Related Agreements'' from the LLC Agreement. The
Exchange is proposing to remove the definition because it is only used
in one section of the LLC Agreement, Section 15.4 (Ongoing
Confidentiality Program), and the Exchange believes that the deletion
of the defined term from the LLC Agreement and deletion of the single
use of that term in Section 15.4(b) would not change the meaning of
Section 15.4(b) or any other provision of the LLC Agreement.
    Specifically, Section 15.4(b) is the only provision of the LLC
Agreement in which the term ``Related Agreements'' is currently used,
and it provides in relevant part that certain representatives of (i)
the members of the LLC Agreement, (ii) BOX Options Market and (iii) the
Exchange will have procedures designed to maintain confidentiality of
certain information of the Exchange while facilitating business
activities contemplated by the LLC Agreement and the ``Related
Agreements.'' In turn, the term ``Related Agreements'' is defined to
mean the Technical and Operational Services Agreement (``TOSA'')
between MX and BOX Options Market, as further described below, a
facility agreement entered into by and between BOX Options and the
Exchange, dated May 7, 2012, and any other agreement between BOX
Options Market and the Exchange or any Member, in all cases necessary
for the conduct of the business of BOX Options. As currently
formulated, the term ``Related Agreements'' encompasses all agreements
necessary for the conduct of the business of BOX Options and merely
lists a few examples thereof. The Exchange proposes to delete the
reference to the defined term

``Related Agreements'' in Section 15.4(b) and to substitute therefor
the words, ``or the conduct of the business of the Exchange and any
Exchange Facility,'' which not only fully captures all agreements
currently contemplated by the defined term ``Related Agreements'' but
would be coextensive with the proposed new language which further
extends to all conduct of the business of the Exchange and its Exchange
Facilities. This change not only eliminates the superfluous defined
term but fully preserves the scope and substantive meaning of Section
15.4(b).
    Related Person. The Exchange is proposing to amend the definition
of ``Related Person'' in the LLC Agreement. Specifically, the Exchange
would replace references in the definition to ``BOX Options
Participant'' with references to ``Exchange Facility Participant'' to
reflect that the ``Related Person'' definition may apply in respect of
facilities of the Exchange other than BOX Options Market as proposed
herein.
    System. The Exchange is proposing to remove the definition of
``System'' from the LLC Agreement. The Exchange is proposing to remove
the definition because the defined term is currently of limited use in
the LLC Agreement and the Exchange believes that where it is used it
results in a definitional structure that may be difficult for a user to
understand. The definition of ``System'' is only used in the LLC
Agreement in the defined term ``Trading,'' which the Exchange is also
proposing to delete for similar reasons related to streamlining as
described below. The interrelationship between the defined term
``System'' and the defined term ``Trading'' requires a reader to refer
to and understand both of these definitions to be able to understand
the meaning of the defined term ``Trading'' as it is used in the
defined terms ``BOX Options Participant'' and ``BOX Options Products.''
The Exchange believes that this structure is unnecessarily complex and
that using the plain meaning of the word ``trading'' in the LLC
Agreement instead, such as the Exchange proposes to do in the newly
proposed defined term ``Exchange Facility Participant,'' would not
materially change the meaning of any provisions in the LLC Agreement or
the Bylaws and that the change would also support the existence of
multiple facilities of the Exchange given that the current definition
of ``Trading'' is specific to ``BOX Options Products.''
    TOSA. The Exchange is proposing to remove the definition of
``TOSA'' from the LLC Agreement. The term ``TOSA'' means the Technical
and Operational Services Agreement entered into by and between ``MX''
and ``BOX Options'' dated September 25, 2005 and amended as of January
1, 2007. The Exchange is proposing to remove the definition because it
is an unnecessary defined term that is not used or relied upon outside
of the defined terms of the LLC Agreement. Currently, the only use of
the defined term ``TOSA'' appears in the defined term ``Related
Agreements.'' For the reasons described above, the Exchange is
proposing to remove that defined term from the LLC Agreement.
Accordingly, the defined term ``TOSA'' would no longer be used in the
LLC Agreement and the Exchange therefore proposes to remove the
definition as a streamlining change to eliminate unnecessary content
from the LLC Agreement and to create a more simplified set of defined
terms.
    Trading. The Exchange is proposing to remove the definition of
``Trading'' from the LLC Agreement. The Exchange is proposing to remove
the definition to create a more simplified structure of defined terms
in the LLC Agreement, as described above, in connection with the
proposed deletion of the defined term ``System.''
Proposed Changes to Definitions in the Bylaws
    BOX Holdings Director. The Exchange is proposing to remove the
definition of ``BOX Holdings Director'' from the Bylaws.\7\ As noted
above, BOX Holding is the parent and 100% owner of BOX Options Market,
which is currently the only facility of the Exchange. While BOX
Holdings and BOX Options Market are separate entities that have
separate boards of directors, the composition of each board of
directors is the same. Because BOX Holdings is the 100% owner of BOX
Options Market and the composition of the board of directors for each
entity is the same, the Exchange believes that this close alignment
between the entities and their interests has allowed BOX Options Market
to be fairly represented on the Board of the Exchange through the BOX
Holdings Director. However, in anticipation of the Exchange continuing
to regulate BOX Options Market but also potentially other facilities,
the Exchange believes that it is appropriate to provide direct
representation on the Exchange Board to the facilities of the Exchange
to promote their fair representation in the administration of the
Exchange's affairs and the selection of its directors. The Exchange
believes this more direct representation is important because not every
facility of the Exchange would necessarily share the same close
alignment of interests that currently exists between BOX Holdings and
BOX Options Market due to BOX Holdings being the 100% owner of the
facility and given that the composition of the boards of directors of
the two entities is the same.
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    \7\ See Bylaws, Art. 1, Section 1.01(b).
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    The Exchange is therefore proposing to delete the definition of
``BOX Holdings Director'' from the Bylaws and to make certain
conforming changes to the Bylaws that are described below that would
instead provide representation on the Board and its nominating
committee (``Nominating Committee'') \8\ to ``Facility Directors'' and
``Facility Representatives'' as those terms are proposed to be added to
the Bylaws. Also as described below, the Exchange would make a related
conforming change to remove the right of BOX Holdings in the LLC
Agreement to appoint one director to the Board.\9\
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    \8\ The Nominating Committee is not a Board Committee, but
rather a committee of the Exchange.
    \9\ See infra regarding discussion of Section 4.1(a) of the LLC
Agreement.
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    BOX Options Participant. The Exchange is proposing to remove the
term ``BOX Options Participant'' from the Bylaws.\10\ This change is
proposed because the Exchange believes that it would be more
appropriate to replace the use of the term ``BOX Options Participant''
throughout the Bylaws with the defined term ``Exchange Facility
Participant'' as defined in the LLC Agreement. As noted above in
connection with the proposed adoption of the term ``Exchange Facility
Participant'' in the LLC Agreement, the term would be defined broadly
enough to refer to a participant in the BOX Options Market and to any
other type of ``Exchange Facility Participant'' as may become relevant
in the future. Therefore, the Exchange believes that the deletion of
the term ``BOX Options Participant'' from the Bylaws and the
replacement of those references with ``Exchange Facility Participant''
would not change the meaning of the relevant Bylaw provisions other
than to make them flexible enough to contemplate that the Exchange may
regulate multiple facilities having their own participants.
Additionally, the Exchange is proposing to delete the term ``BOX
Options Participant'' from the LLC Agreement, as described above.
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    \10\ See Bylaws, Art. 1, Section 1.01(c).
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    Facility Director. The Exchange is proposing to add the definition
of ``Facility Director'' to the Bylaws.\11\ The term ``Facility
Director'' would mean ``a Director who is a director or senior

executive officer of an Exchange Facility.'' The use of the term
``Director'' in the definition refers to that term as it is defined in
the LLC Agreement because it is a capitalized term that is not defined
in the Bylaws, and Section 1.01 of the Bylaws states that any such
capitalized term used in the Bylaws without definition has the meaning
assigned to it in the LLC Agreement.\12\ Accordingly, the proposed
definition of ``Facility Director'' in the Bylaws refers to an
individual who is both a ``Director'' on the Board and a director or
senior executive officer of an ``Exchange Facility,'' as the Exchange
proposes to add that defined term to its Bylaws.
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    \11\ See Bylaws, proposed Section 1.01(j).
    \12\ The term ``Director'' in the LLC Agreement states that it
has the meaning set forth in Section 4.1 of the LLC Agreement.
Section 4.1 provides that ``[e]xcept as provided in this [LLC
Agreement], the business and affairs of the Exchange shall be
managed by, or under the direction of, a board of directors (the
`Board' and each member thereof, a `Director').''
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    Facility Representative. The Exchange is proposing to add the
definition of ``Facility Representative'' to the Bylaws.\13\ The term
``Facility Representative'' would mean ``an individual who is a
director or senior executive officer of an ``Exchange Facility,'' as
the Exchange proposes to add that defined term to its LLC Agreement. In
contrast to a ``Facility Director'' as described above, an individual
who is a ``Facility Representative'' would not also be a ``Director''
of the Exchange.
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    \13\ See Bylaws, proposed Section 1.01(k).
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    LLC Agreement. The Exchange is proposing to update the definition
of ``LLC Agreement'' in the Bylaws.\14\ The definition would be changed
to mean the Second Amended and Restated BOX Exchange LLC Limited
Liability Company Agreement. The Exchange proposes this change in
connection with the proposed changes to the LLC Agreement that are
described herein because they would cause the LLC Agreement to be
amended and restated a second time.
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    \14\ See Bylaws, Section 1.01(q).
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    Participant Representative. The Exchange is proposing to amend the
defined term ``Participant Representative.'' \15\ It would be modified
to provide that the term means an officer, director or employee of an
``Exchange Facility Participant'' rather than only applying to a ``BOX
Options Participant.\16\ The proposed change would accommodate the
Exchange's potential regulation of multiple facilities by providing a
broader definition. Additionally, the proposed change to the definition
conforms to the language changes made throughout to change ``BOX
Options Participant'' to ``Exchange Facility Participant.''
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    \15\ See Bylaws, Section 1.01(v).
    \16\ See proposed changes to Article 1 of the LLC Agreement to
introduce the terms ``Exchange Facility'' and ``Exchange Facility
Participant.''
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    Public Director. The Exchange is proposing to amend the definition
of Public Director.\17\ Specifically, the references in the definition
to ``BOX Options Participant'' would be removed and replaced with the
newly proposed defined term ``Exchange Facility Participant'' from the
LLC Agreement. As described above in connection with the proposed
deletion of the term ``BOX Options Participant'' from the Bylaws, the
Exchange believes that the replacement of those references with
``Exchange Facility Participant'' would not change the meaning of the
defined term ``Public Director'' other than to make it flexible enough
to contemplate that the Exchange may regulate multiple facilities
having their own participants.
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    \17\ See Bylaws, Section 1.01(w).
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    System. The Exchange is proposing to remove the definition of
``System'' from the Bylaws.\18\ The term is defined to mean ``the
electronic system operated by the Exchange that receives and
disseminates quotes, executes orders and reports transactions.'' The
Exchange is proposing to remove the definition because it is only used
in the Bylaws in two places--the definition of ``BOX Options
Participant'' and in Section 5.03(b) of the Bylaws. For the reasons
described above, the Exchange is also proposing to delete the
definition of ``BOX Options Participant'' and therefore the only
remaining use of the defined term ``System'' would appear in Section
5.03(b) of the Bylaws as proposed to be revised. However, the Exchange
is also proposing to delete the use of ``System'' from Section 5.03(b)
of the Bylaws because it believes that using the plain meaning of the
word system is more efficient and would not materially change the
meaning of any provisions in the Bylaws. Therefore, the Exchange
proposes to delete the defined term ``System'' as a streamlining change
to eliminate unnecessary content from the Bylaws and to produce a
simplified structure for the definitions in the Bylaws that is easier
to read and understand.
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    \18\ See Bylaws, Section 1.01(z).
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Proposed Changes to the LLC Agreement
    In addition to the proposed changes to the definitions in the LLC
Agreement described above, the Exchange is also proposing to make the
following changes to the LLC Agreement.
    BOX Holdings Group LLC is proposed to be removed as a party to the
LLC Agreement. The current parties to the LLC Agreement are the
Exchange, BOX Holdings, and the Exchange's Members, who are each unit
holders of the Exchange. BOX Holdings is not a Member of the Exchange
and is only a party to the LLC Agreement with respect to its rights to
appoint individuals to serve on the Exchange's Board and Nominating
Committee. As described above in connection with the description of the
proposed changes to delete the defined term ``BOX Holdings'' from the
LLC Agreement and the defined term ``BOX Holdings Director'' from the
Bylaws, Section 4.1(a) of the LLC Agreement currently provides that BOX
Holdings ``shall have the right to appoint one (1) (but not more than
one (1)) Director who is also an officer or director of BOX Holdings or
an Affiliate of BOX Holdings.'' Because the Exchange is proposing to
transfer this right from BOX Holdings directly to the facility, BOX
Options Market, for the reasons that are explained above in connection
with the proposed removal of the defined term ``BOX Holdings
Director,'' there would no longer be any substantive provisions in the
LLC Agreement applicable to BOX Holdings that would be relevant for BOX
Holdings to continue to be a party to the LLC Agreement. When the LLC
Agreement was first approved, BOX Holdings was a holding company which
wholly owned the Exchange's only facility, BOX Options Market, and was
therefore merely the alter ego of the facility. Since that time,
however, BOX Holdings has grown to become the owner of multiple
subsidiaries in addition to BOX Options Market. In addition, the
Exchange now proposes to be permitted to regulate multiple facilities,
each of which would have similar representation on the Exchange and its
Board. The right to appoint a director to the Exchange Board is
proposed to reside in each Exchange Facility. Therefore, the Exchange
believes it is in keeping with the original intent of the LLC Agreement
with respect to BOX Options Market to have BOX Options Market's rights
reside directly in BOX Options Market, rather than with its upstream
owner, and that similar rights will reside directly with any other new
Exchange Facility as proposed herein. Accordingly, the Exchange is
proposing that BOX Holdings be removed as a party as it is no longer
relevant. The Exchange would remain fully authorized to regulate BOX
Options Market, and its parent, BOX Holdings,

would not have any ability or incentive to disregard the Exchange's
regulatory authority. All of the existing Members and the Exchange
would continue to be parties to the LLC Agreement.
    The Exchange does not believe the removal of BOX Holdings from the
LLC Agreement will change the obligations of BOX Holdings. Although
Sections 15.1 and 15.4 of the LLC Agreement currently include
references to the ``parties'' to the LLC Agreement, these references do
not impose any ongoing obligations upon BOX Holdings or otherwise bind
BOX Holdings. In addition, a reference to the Confidential Information
of BOX Holdings appears in Section 15.5, which obligates the Exchange
to keep such information confidential. BOX Holdings currently has no
obligations under Section 15.5 and the Exchange believes it is unlikely
to include any Confidential Information of BOX Holdings in its books
and records. As a result, the Exchange believes the removal of BOX
Holdings as a party to the LLC Agreement will have no effect upon the
confidentiality provisions in Article 15 thereof. However, the Exchange
notes that BOX Holdings remains obligated, under Section 15.6 of the
BOX Holdings limited liability company agreement, to protect and not
disclose any confidential information of the Exchange of which BOX
Holdings may become aware. The Exchange further notes that BOX Holdings
remains obligated, under Section 11.1 of the BOX Holdings limited
liability company agreement, to allow the Exchange to access, inspect
and copy its books and records and to maintain those books and records
in the United States. The Exchange does not propose to alter any
provisions of the limited liability company agreement of BOX
Holdings.\19\
---------------------------------------------------------------------------

    \19\ The Exchange notes that the limited liability company
agreement of BOX Holdings currently contains a number of provisions
intended to provide protections for a regulated market, including,
for example, Sections 4.12 and 11.1, Article 15, and Section 18.6
thereof. The changes proposed by this rule filing will not disrupt
any of these provisions and will not change going forward.
---------------------------------------------------------------------------

    In Section 2.2 of the LLC Agreement, the Exchange proposes an
update to reflect a factual change in the address of its registered
agent in Delaware.
    The Exchange is proposing to change certain references to ``BOX
Options Market'' throughout the LLC Agreement to the newly proposed
defined term ``Exchange Facility.'' \20\ The proposed changes would
modify the relevant provisions to create a structure in the LLC
Agreement that contemplates the Exchange's contemplated regulation of
multiple facilities.
---------------------------------------------------------------------------

    \20\ See proposed changes to Articles 2.5(d), 5.6, 5.7, and 8.1
of the LLC Agreement.
---------------------------------------------------------------------------

    In Article 3 of the LLC Agreement, the Exchange is proposing to
replace ``an options market'' with ``securities markets.'' Article 3 of
the LLC Agreement describes the purpose of forming the Exchange. The
proposed change would provide that the purpose of the Exchange is, in
part, to support the operation, regulation, and surveillance of
securities markets--not just an options market as is currently stated.
The proposed change would support the Exchange's contemplated
regulation of potential new facilities that would facilitate trading in
securities instruments that are not options.
    The Exchange is proposing to amend Section 4.1(a) of the LLC
Agreement to remove the requirement that BOX Holdings shall have the
right to appoint one director. As described above, this change is
proposed in connection with the Exchange's proposals to remove BOX
Holdings as a party to the LLC Agreement, remove the defined term ``BOX
Holdings Director'' from the Bylaws and provide direct representation
on the Exchange Board to the facilities of the Exchange to promote
their fair representation in the administration of the Exchange's
affairs and the selection of its directors.
    The Exchange is proposing to change references to ``BOX Options
Participant'' to ``Exchange Facility Participant'' throughout the LLC
Agreement.\21\ The proposed change would contemplate the Exchange's
potential regulation of multiple facilities and conform the LLC
Agreement in response to the related changes in the definitions
section.
---------------------------------------------------------------------------

    \21\ See proposed changes to Articles 7.3(f), 7.3(g), and 7.3(i)
of the LLC Agreement.
---------------------------------------------------------------------------

    The Exchange is proposing to change references to ``BOX Options''
to ``any Exchange Facility'' throughout the LLC Agreement.\22\ The
proposed change would contemplate the Exchange's potential regulation
of multiple facilities and conform the LLC Agreement in response to the
related changes in the definition section.
---------------------------------------------------------------------------

    \22\ See proposed changes to Articles 15.2(a), 15.3, 15.4(a),
and 15.5 of the LLC Agreement.
---------------------------------------------------------------------------

    As described above, the Exchange is proposing to amend Section
15.4(b) of the LLC Agreement to remove a reference to ``Related
Agreements'' because the Exchange is proposing to remove the defined
term ``Related Agreements'' from the LLC Agreement. The Exchange would
also add the words ``or related to'' in Section 15.4(b). Specifically,
Section 15.4(b) currently provides in relevant part that certain
representatives of (i) the members of the LLC Agreement, (ii) BOX
Options Market and (iii) the Exchange will have procedures designed to
maintain confidentiality of certain information of the Exchange while
facilitating business activities contemplated by the LLC Agreement and
the ``Related Agreements.'' In connection with deleting the reference
to ``Related Agreements,'' the Exchange would insert language to state
that representatives of the relevant parties would be required to have
procedures designed to maintain confidentiality of certain information
of the Exchange while facilitating any business activities contemplated
by ``or related to'' the LLC Agreement ``or the conduct of the business
of the Exchange and any Exchange Facility.'' This change would not bear
on the substantive requirements that obligate representatives of the
relevant parties to have procedures designed to maintain
confidentiality of certain information of the Exchange.
    The Exchange is proposing to amend Section 15.5 of the LLC
Agreement to contemplate the potential regulation of multiple
facilities. Section 15.5 currently provides in relevant part that
certain confidential information of BOX Holdings, BOX Options Market or
the Exchange pertaining to regulatory matters of BOX Holdings, BOX
Options Market or the Exchange that is contained in the books and
records of the Exchange or any of its subsidiaries shall be subject to
certain confidential treatment. The Exchange is proposing to replace
references to BOX Holdings and BOX Options Market with ``any Exchange
Facility, any Affiliate thereof.'' The result of this change would be
that the confidentiality protections in Section 15.5 pertaining to
regulatory matters would continue to apply to BOX Options Market as an
``Exchange Facility'' and would continue to apply to BOX Holdings as an
affiliate of BOX Options Market. However, the confidentiality
protections would also be broadened to apply to any new ``Exchange
Facility'' as that term is proposed to be defined in the LLC Agreement
and any affiliate thereof. The Exchange believes that these expanded
confidentiality protections regarding certain information in the books
and records of the Exchange or any of its subsidiaries is appropriate
to promote strong commercial relationships between the Exchange and its
facilities.
    The Exchange is proposing to amend Section 18.3 of the LLC
Agreement. Specifically, the Exchange would remove a provision
applicable to providing notice to BOX Holdings

because for the reasons described above the Exchange is proposing to
remove BOX Holdings as a party to the LLC Agreement.
Proposed Changes to the Bylaws
    The Exchange is proposing to change references to ``BOX Options
Participant'' to ``Exchange Facility Participant'' throughout the
Bylaws \23\ The proposed change would contemplate the Exchange's
potential regulation of multiple facilities and conform the LLC
Agreement in response to the related changes in the definition section.
---------------------------------------------------------------------------

    \23\ See proposed changes to Sections 4.02, 4.04(c), 4.06(d),
5.03(b)-(h), and 6.08(a)-(b) of the Bylaws.
---------------------------------------------------------------------------

    The Exchange is proposing to change references to ``BOX Holdings
Director'' to ``Facility Representative'' or ``Facility Director''
throughout the Bylaws.\24\ For the reasons described above in
connection with the proposed removal of the definition of ``BOX
Holdings Director'' from the Bylaws, the proposed change is a
conforming change to accommodate the Exchange's contemplated regulation
of multiple facilities as opposed to regulating only a single
facility--BOX Options Market. While the same individual may
simultaneously fill the roles of Facility Director and Facility
Representative, the proposed change allows each facility the
flexibility, if the facility deems it prudent and convenient, to have
one individual serve as the Facility Director on the Exchange Board and
a different individual to serve as the Facility Representative on the
Nominating Committee. The qualifications of individuals to serve as a
Facility Director and/or a Facility Representative are the same--that
such individual be a director or senior executive officer of the
Exchange Facility--provided that a Facility Director must also be a
Director of the Exchange while a Facility Representative need not be.
---------------------------------------------------------------------------

    \24\ See proposed changes to proposed Sections 4.06(c) and
4.06(d) of the Bylaws and Sections 6.01, 6.06 and 6.07 of the
Bylaws.
---------------------------------------------------------------------------

    Under existing Section 4.02 of the Bylaws, at least twenty percent
(20%) of the Board must be comprised of ``Participant Directors.'' \25\
The existing definition of a ``Participant Director'' means a
``Director'' \26\ who is a Participant Representative by virtue of
being an officer, director or employee of a BOX Options Participant.
The proposed changes to Section 4.02 would continue to require that at
least twenty percent (20%) of the Board would be comprised of
Participant Directors. In order to qualify as a Participant Director,
any person would be required to be serving as an officer, director or
employee of an Exchange Facility Participant. The proposed changes
would also provide that at least one (1) Participant Director shall be
selected from among the Exchange Facility Participants of each Exchange
Facility.
---------------------------------------------------------------------------

    \25\ See Bylaws, Section 1.01(u).
    \26\ See LLC Agreement, Article 1, Section 1.1 and Article 4,
Section 4.1(a).
---------------------------------------------------------------------------

    Section 4.02 of the Bylaws currently provides that the Board
includes one (1) director who is a ``BOX Holdings Director.'' The
Exchange proposes to remove this provision and replace it with a
requirement that a number of directors that is equal to the number of
Exchange Facilities shall be ``Facility Directors'' and that one (1)
such ``Facility Director'' would be selected by each Exchange Facility.
The existing provision provides the existing Exchange Facility (in this
case, through its alter-ego parent entity, BOX Holdings) with
representation on the Exchange Board, which fosters cooperation and
communication between the Board and the Exchange Facility. The
allowance of a single representative from the Exchange Facility to sit
on the Exchange's Board is appropriate but does not permit the Exchange
Facility to exert control over the Exchange.
    The proposed change here would accomplish two things. First, the
change would allow each Exchange Facility to have the same
representation on the Exchange Board. This would promote equal
treatment of each Exchange Facility regulated by the Exchange. Second,
since each potential new Exchange Facility may have a different
ownership structure, this proposed change would uniformly require that
each such representative would come from the leadership of, and be
directly designated by, the actual Exchange Facility rather than a
parent organization. This would create the best and closest
representation to the Exchange for each Exchange Facility. The proposed
change would apply to the existing Exchange Facility, BOX Options
Market (and its parent, BOX Holdings), and would move the existing BOX
Holdings Director to be a Facility Director. The Exchange believes this
change is not substantive with respect to the BOX Options Market and
BOX Holdings because, as described above, the two entities are under
common control.
    The proposed change would ensure that each Exchange Facility would
have one (1) Facility Director serving on the Board. In order to
qualify as a Facility Director, any person would be required to be
serving as a director or senior executive officer of an Exchange
Facility. This proposal is the same as currently applies to BOX Options
Market through its parent, BOX Holdings.
    The existing BOX Holdings Director serves on committees of the
Board but is prohibited from serving on the Exchange Board's
Compensation Committee and Regulatory Oversight Committee. This
existing prohibition helps to ensure that the existing Exchange
Facility, BOX Options Market (or its parent, BOX Holdings), will not
have access to the confidential information considered by these
committees and to eliminate any influence by BOX Options Market (or its
parent, BOX Holdings) with respect to the matters decided by these
committees, including regulatory matters related to BOX Options Market
and compensation paid to Exchange directors, officers and employees who
have supervisory authority over BOX Options Market. The proposed change
provides that one (1) Facility Director from each Exchange Facility
would serve on Board committees but would continue to prohibit Facility
Directors from serving on the Compensation and Regulatory Oversight
Committees. This proposed prohibition would continue to help ensure
that no Exchange Facility would have access to the confidential
information considered by these committees and to help prevent any
Exchange Facility from exercising influence with respect to the matters
decided by these committees, including regulatory matters related to an
Exchange Facility and compensation paid to Exchange directors, officers
and employees who have supervisory authority over Exchange Facilities.
In the event an Executive Committee is appointed by the Board, each
Exchange Facility would have the right to have one (1) of its Facility
Directors sit on the Executive Committee, pursuant to Section 6.04 of
the Bylaws.
    As proposed in Section 4.02 of the Bylaws, as soon as practicable
after a new Exchange Facility begins operating as an Exchange Facility,
a Participant Director and a Facility Director of the new facility
would be appointed by the Board and would serve until the next annual
meeting of the Members, when the regular selection processes shall
govern. The process for selecting, appointing and electing Participant
Directors and Facility Directors to serve on the Board would remain
essentially the same--with the only difference being that each Exchange
Facility would be represented.
    In accordance with Section 4.06 of the Bylaws, at least twenty
percent (20%) of the Nominating Committee must be comprised of
``Participant

Representatives,'' \27\ which, as described above, would be defined in
the Bylaws to mean officers, directors or employees of firms or
organizations that are registered with the Exchange for purposes of
participating in trading on the Exchange's existing facility as an
order flow provider or market maker. In order to qualify as a
Participant Representative, any person would be required to be serving
as an officer, director or employee of an Exchange Facility
Participant. The proposed changes would continue to ensure that at
least twenty percent (20%) of the Nominating Committee would be
comprised of ``Participant Representatives'' but Section 4.06(a) would
also provide that at least one (1) Participant Representative would be
selected from each Exchange Facility.
---------------------------------------------------------------------------

    \27\ See Bylaws, Section 1.01(v).
---------------------------------------------------------------------------

    Section 4.06(a) of the Bylaws also provides that the Nominating
Committee currently includes one ``BOX Holdings Director'' unless that
director declines to serve. The Exchange is proposing to delete this
provision for the reasons described above regarding the proposed
removal of the defined term ``BOX Holdings Director'' from the Bylaws.
In order to qualify as a Facility Representative, any person would be
required to be serving as a director or senior executive officer of an
Exchange Facility. This proposal is the same as currently applies to
BOX Options Market through its parent, BOX Holdings. In addition, the
Exchange is proposing changes that would ensure that each Exchange
Facility would have one (1) Facility Representative serving on the
Nominating Committee.
    As generally proposed in Section 4.02 of the Bylaws, as soon as
practicable after a new Exchange Facility begins operating as a
facility of the Exchange, a ``Participant Representative'' \28\ and a
``Facility Representative'' \29\ of the new Exchange Facility would be
appointed by the Board and would serve until the next annual meeting of
the Members, when the regular selection processes shall govern. The
process for selecting, appointing and electing ``Participant
Representatives'' and ``Facility Representatives'' to serve on the
Nominating Committee would remain essentially the same--with the only
difference being that each Exchange Facility would be represented.
---------------------------------------------------------------------------

    \28\ See Bylaws, proposed Section 1.01(v).
    \29\ See Bylaws, proposed Section 1.01(k).
---------------------------------------------------------------------------

    Text that is no longer applicable would be eliminated from the end
of Section 4.06(b) and (c) of the Bylaws. The text is no longer
applicable because it is specific to the first annual meeting of the
Board that occurred after the Exchange was approved as an SRO and so
the provisions are outdated and no longer relevant. Accordingly, these
removals are streamlining changes that the Exchange is proposing to
eliminate unnecessary content from the Bylaws and produce Bylaws that
are easier to read and understand.
    The Exchange proposes to eliminate the provision in Section 4.11(e)
of the Bylaws that allows only a ``BOX Holdings Director'' to appoint
an observer to attend Board meetings in such Director's place. The
provision would be removed in connection with the proposed removal of
the defined term ``BOX Holdings Director'' from the Bylaws. This change
is due to the proposed increased number of individuals serving as
Facility Directors when multiple facilities are being regulated,
resulting in a higher administrative burden on the Exchange to monitor
and vet potential individuals who may only be briefly involved in the
business of the Exchange. The Exchange believes this change will allow
the Exchange to maintain its ability to regulate the individuals who
have access to Exchange confidential information.
    The Exchange is proposing a ministerial change to Section 4.11(f)
to spell out the full legal name of BOX Holdings Group LLC. While the
Exchange is proposing to remove the representation of BOX Holdings on
the Board through the current ``BOX Holdings Director'' as described
above, the reference to BOX Holdings in this Section 4.11(f) remains
relevant as the provision establishes more general constraints on who
may attend meetings of the Board.
    The Exchange is proposing changes to Section 5.03 of the Bylaws
that would provide rulemaking authority to the Exchange over multiple
facilities. Specifically, Section 5.03 addresses the Board's authority
to adopt, amend or repeal rules of the Exchange. Existing references to
``BOX Options Participants'' would be replaced by references to the
proposed term ``Exchange Facility Participants'' to contemplate that
the Exchange may regulate other facilities in the future other than
only the BOX Options Market and that the Exchange would also have rules
in place that would apply to participants using those facilities. In
addition, as described above, the Exchange proposes to eliminate the
defined term ``System'' from the LLC Agreement and therefore Section
5.03(b) of the Bylaws is proposed to be revised to replace the term
``System'' with descriptive text that conveys substantially the same
meaning.
2. Statutory Basis
    Section 6(b)(5) of the Exchange Act \30\ requires, among other
things, that the rules of a national securities exchange be designed to
``foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities'' and ``to protect
investors and the public interest.'' The Exchange believes that the
proposed rule change is consistent with these requirements for two
primary reasons. First, the Exchange is proposing changes to the LLC
Agreement and Bylaws that are designed to allow the Exchange to
regulate multiple facilities. As described above, the Exchange
currently regulates only the BOX Options Market as a facility, but it
proposes to be able to add other facilities. Therefore, the changes to
the LLC Agreement and Bylaws would promote the Exchange's ability to
regulate other facilities and the Exchange believes that this, in turn,
would foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities traded through the
facilities of the Exchange by notifying such persons of the potential
for the Exchange to regulate multiple facilities in the future. Second,
certain defined terms in the LLC Agreement and the Bylaws would be
added, modified or removed to produce a simplified set of defined terms
that is easier to read and understand and that is flexible enough to
accommodate the potential for multiple facilities of the Exchange and
rules related thereto. The Exchange believes that simplifying the
defined terms used throughout the LLC Agreement and the Bylaws and
making the terms consistent with the Exchange's intent to regulate
multiple facilities would promote readability and comprehension of the
LLC Agreement and Bylaws that would promote the protection of investors
and the public interest by making the related rights and
responsibilities under the LLC Agreement and Bylaws clear and concise.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------

    Section 6(b)(3) of the Exchange Act \31\ requires, among other
things, that the rules of a national securities exchange must ``assure
a fair representation of its members in the selection of its directors
and administration of its affairs[.]'' The

Exchange believes that the proposed rule change is consistent with the
fair representation requirements of Section 6(b)(3) of the Exchange Act
because proposed Section 4.02 of the Bylaws would continue to provide
that ``Participant Directors'' who are officers, directors, or
employees of an ``Exchange Facility Participant'' would have at least
twenty percent (20%) representation on the Board. This parallels the
existing structure of the Bylaws as currently applicable to the BOX
Options Market (through its parent, BOX Holdings) as the only facility
of the Exchange. The proposed difference is that the requirements would
be applied to ``Exchange Facility Participants'' as a more general
mechanism to achieve fair representation on the Board of ``Exchange
Facility Participants'' across all potential facilities of the
Exchange. In addition, the proposed changes provide that each Exchange
Facility will have at least one representative on the Board so that
every Exchange Facility would be represented.
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------

    Similarly, the Exchange believes that the proposed rule change with
respect to Section 4.06 of the Bylaws is also consistent with the fair
representation requirements of Section 6(b)(3) of the Exchange Act
because proposed Section 4.06 of the Bylaws would continue to provide
that ``Participant Representatives'' who are officers, directors, or
employees of an ``Exchange Facility Participant'' would have at least
twenty percent (20%) representation on the Nominating Committee. This
parallels the existing structure of those Bylaw provisions as currently
applicable to the BOX Options Market as the only facility of the
Exchange. The proposed difference is that the requirements would be
applied to ``Exchange Facility Participants'' as a more general
mechanism to achieve fair representation on the Nominating Committee of
``Exchange Facility Participants'' across all potential facilities of
the Exchange. In addition, the proposed changes provide that each
Exchange Facility will have at least one representative on the
Nominating Committee so that every Exchange Facility is represented.
    The Exchange believes that the proposed removal of BOX Holdings
from the LLC Agreement is consistent with Section 6(b)(3) of the
Exchange Act. As discussed above, BOX Holdings is not a Member of the
Exchange and is only a party to the LLC Agreement with respect to its
rights to appoint individuals to serve on the Exchange's Board and
Nominating Committee. The right to appoint a director to the Exchange
Board is now proposed to reside in each Exchange Facility, which is
consistent with the fair representation requirements of Section 6(b)(3)
of the Exchange Act by providing a more general mechanism to achieve
fair representation on the Board.
    The Exchange now proposes to be permitted to regulate multiple
facilities, each of which would have similar representation on the
Exchange and its Board. As such, removal of BOX Holdings is consistent
with the requirements of the Act, particularly with Section
6(b)(1),\32\ which requires, in part, an exchange be so organized and
have the capacity to carry of the purposes of the Act by providing
representation of each facility.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78f(b)(1)
---------------------------------------------------------------------------

    The Exchange believes the removal of BOX Holdings from the LLC
Agreement is consistent with Section 6(b)(5) of the Exchange Act
because, as explained above, with the proposed changes to the LLC
Agreement designed to allow the Exchange to regulate multiple
facilities it is no longer necessary to include BOX Holdings in the LLC
Agreement. As such, the proposed change would promote readability and
comprehension of the LLC Agreement that would promote the protection of
investors and the public interest by making the related rights and
responsibilities under the LLC Agreement clear and concise. As such,
the Exchange believes the proposal to remove BOX Holdings is consistent
with the requirements of Section 6(b) of the Act in general.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition. As described above, the Exchange is
proposing certain discrete amendments to the LLC Agreement and Bylaws
that would (i) provide sufficient flexibility in the documents for them
to contemplate that there may be multiple Exchange facilities under the
Exchange's regulatory authority, (ii) simplify the structure of the
defined terms in the LLC Agreement and Bylaws to make them easier to
read and understand, and (iii) make certain other changes to the terms
of the LLC Agreement and Bylaws to bring them current with the
structure of the Exchange and its relationships. To the extent that the
proposed changes to the LLC Agreement and the Bylaws would apply to
Exchange Facilities or participants in an Exchange Facility, the
proposed changes would apply equally and would therefore not favor any
particular Exchange Facility over any other or any particular
participant in any Exchange Facility over any other. For these reasons,
the Exchange believes that the proposed changes are consistent with the
Exchange Act because they would not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Exchange Act.\33\
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-BOX-2020-04 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-BOX-2020-04. 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 website (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 website
viewing and printing in the Commission's Public Reference Room, 100 F
Street NE, Washington, DC 20549, on official business days between the
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-BOX-2020-04, and should be
submitted on or before March 17,  2020.
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12)

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2020-03640 Filed 2-24-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 151 (Monday, August 6, 2018)]
[Notices]
[Pages 38298-38299]
[FR Doc No: 2018-16747]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #2

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER10-2042-028; ER10-1945-008; ER10-1944-006; ER10-
2051-008; ER10-1942-020; ER17-696-008; ER14-2931-006; ER10-1941-010;
ER10-2043-008; ER10-2029-010; ER10-2041-008; ER18-1321-001; ER10-2040-
008; ER10-1938-023; ER10-2036-009; ER13-1407-007; ER10-1934-022; ER10-
1893-022; ER10-3051-027; ER10-2985-026; ER10-3049-027; ER10-1889-006;
ER10-1888-010; ER10-1885-010; ER15-748-004; ER10-1884-010; ER10-1883-
010; ER10-1878-010; ER10-3260-008; ER10-1877-005; ER10-1895-006; ER10-
1876-010; ER10-1875-010; ER10-1873-010; ER10-1871-007; ER10-1870-006;
ER11-4369-007; ER16-2218-007; ER12-1987-008; ER10-1947-010; ER12-2645-
003; ER10-1863-006; ER10-1862-022; ER10-1933-005; ER12-2261-009; ER10-
1865-009; ER10-1858-006; ER13-1401-006; ER10-2044-008.
    Applicants: Calpine Energy Services, L.P., Auburndale Peaker Energy
Center, LLC, Bethpage Energy Center 3, LLC, Calpine Bethlehem, LLC,
Calpine Construction Finance Company, L.P., Calpine Energy Solutions,
LLC, Calpine Fore River Energy Center, LLC, Calpine Gilroy Cogen, L.P.,
Calpine Mid-Atlantic Generation, LLC, Calpine Mid-Atlantic Marketing,
LLC, Calpine Mid Merit, LLC, Calpine Mid-Merit II, LLC, Calpine New
Jersey Generation, LLC, Calpine Power America--CA, LLC, Calpine
Vineland Solar, LLC, CCFC Sutter Energy, LLC, CES Marketing IX, LLC,
CES Marketing X, LLC, Champion Energy, LLC, Champion Energy Marketing
LLC, Champion Energy Services, LLC, CPN Bethpage 3rd Turbine, Inc.,
Creed Energy Center, LLC, Delta Energy Center, LLC, Geysers Power
Company, LLC, Gilroy Energy Center, LLC, Goose Haven Energy Center,
LLC, Granite Ridge Energy, LLC, Hermiston Power, LLC, KIAC Partners,
Los Esteros Critical Energy Facility LLC, Los Medanos Energy Center,
LLC, Metcalf Energy Center, LLC, Morgan Energy Center, LLC, Nissequogue
Cogen Partners, North American Power and Gas, LLC, North American Power
Business, LLC, O.L.S. Energy-Agnews, Inc., Otay Mesa Energy Center,
LLC, Pastoria Energy Facility L.L.C., Pine Bluff Energy, LLC, RockGen
Energy, LLC, Power Contract Financing, L.L.C., Russell City Energy
Company, LLC, South Point Energy Center, LLC, Westbrook Energy Center,
LLC, Zion Energy LLC, TBG Cogen Partners, Garrison Energy Center LLC.
    Description: Notification of Change in Status of the Calpine MBR
Sellers.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5112.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-614-003.
    Applicants: PJM Interconnection, L.L.C.
    Description: Compliance filing: Compliance Filing--OATT, Sch. 12--
Appendix A re: RTEP to be effective 4/5/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5110.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-1737-001.
    Applicants: Northern Indiana Public Service Company.
    Description: Tariff Amendment: Amendment to Reactive Power Rate
Filing of NIPSCO to be effective 10/1/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5107.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-2110-000.
    Applicants: Buckeye Power, Inc., PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Revised SA No. 4753--NITSA
among

PJM and Buckeye Power, Inc. to be effective 10/1/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5088.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-2111-000.
    Applicants: Midcontinent Independent System Operator, Inc., ITC
Midwest LLC.
    Description: Sec.  205(d) Rate Filing: 2018-07-31_SA 3142 ITC
Midwest-EDF Renewables E&P Agreement (J495) to be effective 9/30/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5111.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-2112-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2018-07-31_SA 3137 Entergy
Arkansas-Cooperative Energy TSR CPA (F116) to be effective 6/28/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5141.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-2113-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2018-07-31_Revisions to
Attachment O-MRES interest rate calculation language to be effective 8/
1/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5153.
    Comments Due: 5 p.m. ET 8/21/18.

    Docket Numbers: ER18-2114-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Sec.  205(d) Rate Filing: 3215R4 People's Electric
Cooperative NITSA NOA to be effective 7/1/2018.
    Filed Date: 7/31/18.
    Accession Number: 20180731-5176.
    Comments Due: 5 p.m. ET 8/21/18.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: July 31, 2018.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2018-16747 Filed 8-3-18; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 80, Number 80 (Monday, April 27, 2015)]
[Notices]
[Pages 23307-23308]
[FR Doc No: 2015-09789]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meeting.

    Notice is hereby given, pursuant to the provisions of the
Government in the Sunshine Act, Public Law 94-409, that the Securities
and Exchange Commission will hold an Open Meeting on Wednesday, April
29, 2015 at 10:00 a.m., in the Auditorium, Room L-002.
    The subject matter of the Open Meeting will be:
     The Commission will consider whether to propose amendments
and re-propose a rule under the Securities Exchange Act of 1934
(``Exchange Act'') governing the application of certain Title VII
requirements to security-based swap transactions connected with a non-
U.S. person's dealing activity that are arranged, negotiated, or
executed by personnel located in a U.S. branch or office or in a U.S.
branch or office of an agent.
     The Commission will consider whether to propose amendments
under Section 14(i) of the Exchange Act, as added by Section 953(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act,
requiring registrants to disclose in a clear manner the relationship
between executive compensation actually paid and the financial
performance of the registrant.
    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: April 22, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-09789 Filed 4-23-15; 11:15 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 196 (Wednesday, October 12, 2022)]
[Notices]
[Pages 61613-61614]
[FR Doc No: 2022-22132]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2022-0002; Internal Agency Docket No. FEMA-B-2275]

Proposed Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, Department of Homeland
Security.

ACTION: Notice.

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

SUMMARY: Comments are requested on proposed flood hazard
determinations, which may include additions or modifications of any
Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area
(SFHA) boundary or zone designation, or regulatory floodway on the
Flood Insurance Rate Maps (FIRMs), and where applicable, in the
supporting Flood Insurance Study (FIS) reports for the communities
listed in the table below. The purpose of this notice is to seek
general information and comment regarding the preliminary FIRM, and
where applicable, the FIS report that the Federal Emergency Management
Agency (FEMA) has provided to the affected communities. The FIRM and
FIS report are the basis of the floodplain management measures that the
community is required either to adopt or to show evidence of having in
effect in order to qualify or remain qualified for participation in the
National Flood Insurance Program (NFIP).

DATES: Comments are to be submitted on or before January 10, 2023.

ADDRESSES: The Preliminary FIRM, and where applicable, the FIS report
for each community are available for inspection at both the online
location https://hazards.fema.gov/femaportal/prelimdownload and the
respective Community Map Repository address listed in the tables below.
Additionally, the current effective FIRM and FIS report for each
community are accessible online through the FEMA Map Service Center at
https://msc.fema.gov for comparison.
    You may submit comments, identified by Docket No. FEMA-B-2275, to
Rick Sacbibit, Chief, Engineering Services Branch, Federal Insurance
and Mitigation Administration, FEMA, 400 C Street SW, Washington, DC
20472,<PHONE_NUMBER>, or (email) [email protected].

FOR FURTHER INFORMATION CONTACT: Rick Sacbibit, Chief, Engineering
Services Branch, Federal Insurance and Mitigation Administration, FEMA,
400 C Street SW, Washington, DC 20472,<PHONE_NUMBER>, or (email)
[email protected]; or visit the FEMA Mapping and Insurance
eXchange (FMIX) online at https://www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: FEMA proposes to make flood hazard
determinations for each community listed below, in accordance with
section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C.
4104, and 44 CFR 67.4(a).
    These proposed flood hazard determinations, together with the
floodplain management criteria required by 44 CFR 60.3, are the minimum
that are required. They should not be construed to mean that the
community must change any existing ordinances that are more stringent
in their floodplain management requirements. The community may at any
time enact stricter requirements of its own or pursuant to policies
established by other Federal, State, or regional entities. These flood
hazard determinations are used to meet the floodplain management
requirements of the NFIP.
    The communities affected by the flood hazard determinations are
provided in the tables below. Any request for reconsideration of the
revised flood hazard information shown on the Preliminary FIRM and FIS
report that satisfies the data requirements outlined in 44 CFR 67.6(b)
is considered an appeal. Comments unrelated to the flood hazard
determinations also will be considered before the FIRM and FIS report
become effective.
    Use of a Scientific Resolution Panel (SRP) is available to
communities in support of the appeal resolution process. SRPs are
independent panels of experts in hydrology, hydraulics, and other
pertinent sciences established to review conflicting scientific and
technical data and provide recommendations for resolution. Use of the
SRP only may be exercised after FEMA and local communities have been
engaged in a collaborative consultation process for at least 60 days
without a mutually acceptable resolution of an appeal. Additional
information regarding the SRP process can be found online at https://www.floodsrp.org/pdfs/srp_overview.pdf.
    The watersheds and/or communities affected are listed in the tables
below. The Preliminary FIRM, and where applicable, FIS report for each
community are available for inspection at both the online location
https://hazards.fema.gov/femaportal/prelimdownload and the respective
Community Map Repository address listed in the tables. For communities
with multiple ongoing Preliminary studies, the studies can be
identified by the unique project number and Preliminary FIRM date
listed in the tables. Additionally, the current effective FIRM and FIS
report for each community are accessible online through the FEMA Map
Service Center at https://msc.fema.gov for comparison.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

Nicholas A. Shufro,
Assistant Administrator for Risk Management (Acting), Federal Emergency
Management Agency, Department of Homeland Security.

------------------------------------------------------------------------
                                             Community map repository
               Community                             address
------------------------------------------------------------------------
         East Feliciana Parish, Louisiana and Incorporated Areas
           Project: 21-06-0049S Preliminary Date: May 10, 2022
------------------------------------------------------------------------
Town of Jackson........................  Town Hall, 1610 Charter Street,
                                          Jackson, LA 70748.
Unincorporated Areas of East Feliciana   East Feliciana Parish Police
 Parish.                                  Jury Office, 12064 Marston
                                          Street, Clinton, LA 70722.
------------------------------------------------------------------------
         West Feliciana Parish, Louisiana and Incorporated Areas
           Project: 21-06-0048S Preliminary Date: May 10, 2022
------------------------------------------------------------------------
Town of St. Francisville...............  Town Hall, 11936 Ferdinand
                                          Street, St. Francisville, LA
                                          70775.
Unincorporated Areas of West Feliciana   West Feliciana Parish
 Parish.                                  Governmental Building, 5934
                                          Commerce Street, St.
                                          Francisville, LA 70775.
------------------------------------------------------------------------

            Holmes County, Mississippi and Incorporated Areas
        Project: 14-04-2387S Preliminary Date: September 29, 2021
------------------------------------------------------------------------
City of Lexington......................  City Hall, 112 Spring Street,
                                          Lexington, MS 39095.
Unincorporated Areas of Holmes County..  Holmes County Administrative
                                          Offices, 408 Court Square,
                                          Lexington, MS 39095.
------------------------------------------------------------------------
           Leflore County, Mississippi and Incorporated Areas
        Project: 14-04-2387S Preliminary Date: September 29, 2021
------------------------------------------------------------------------
Unincorporated Areas of Leflore County.  Leflore County Chancery Clerk's
                                          Office, 306 West Market
                                          Street, Greenwood, MS 38930.
------------------------------------------------------------------------
           Madison County, Mississippi and Incorporated Areas
          Project: 13-04-8486S Preliminary Date: June 30, 2021
------------------------------------------------------------------------
City of Canton.........................  City Hall, 226 East Peace
                                          Street, Canton, MS 39046.
City of Madison........................  City Hall, 1004 Madison Avenue,
                                          Madison, MS 39110.
Pearl River Valley Water Supply          Pearl River Valley Water Supply
 District.                                District Building Department,
                                          100 Reservoir Park Road,
                                          Brandon, MS 39047.
Unincorporated Areas of Madison County.  Madison County Administrative
                                          Building, 125 West North
                                          Street, Canton, MS 39046.
------------------------------------------------------------------------
            Yazoo County, Mississippi and Incorporated Areas
 Project: 14-04-2387S Preliminary Date: September 29, 2021 and April 25,
                                  2022
------------------------------------------------------------------------
City of Yazoo City.....................  City Hall, 128 East Jefferson
                                          Street, Yazoo City, MS 39194.
Unincorporated Areas of Yazoo County...  Yazoo County Office Building,
                                          212 East Broadway Street,
                                          Yazoo City, MS 39194.
------------------------------------------------------------------------

[FR Doc. 2022-22132 Filed 10-11-22; 8:45 am]
BILLING CODE 9110-12-P