[Federal Register Volume 78, Number 190 (Tuesday, October 1, 2013)]
[Notices]
[Pages 60348-60352]
[FR Doc No: 2013-23826]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70498; File No. SR-MIAX-2013-43]

Self-Regulatory Organizations; Miami International Securities
Exchange LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Implement an Equity Rights Program

September 25, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'')\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 13, 2013, Miami International Securities Exchange LLC
(``Exchange'' or ``MIAX'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to implement an equity rights
program.
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at
MIAX's principal office, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to implement an equity rights program
(``Program'') pursuant to which units representing the right to acquire
equity in the Exchange's parent holding company, Miami International
Holdings (``MIH'') would be issued to a participating Member in
exchange for payment of an initial purchase price or the prepayment of
certain transaction fees and the achievement of certain liquidity
addition volume thresholds on the Exchange over a 23-month period. The
purpose of the Program is to promote the long-term interests of MIAX by
providing incentives designed to encourage future MIH owners and MIAX
market participants to contribute to the growth and success of MIAX, by
being active liquidity providers and takers to provide enhanced levels
of trading volume to MIAX's market, through an opportunity to increase
their proprietary interests in MIAX's enterprise value.
    Members that participate in the Program will have two options to
choose from: (i) An offering of A-Units; and/or (ii) an offering of B-
Units.\3\
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    \3\ The Program which provides equity-like consideration in
exchange for market making or the provision of liquidity, order flow
or volume is open to market participants generally. All MIAX Members
may participate subject to their satisfaction of eligibility
requirements. To be designated as a participant Member, an applicant
must: (i) Be a Member in good standing of MIAX; (ii) qualify as an
``accredited investor'' as such term is defined in Regulation D of
the Securities Act of 1933; and (iii) have executed all required
documentation for Program participation. See infra note 9, and
accompanying text. Members may elect to participate in either or
both of the options. If either the A-Unit or the B-Unit option is
oversubscribed, the units in the oversubscribed option will be
allocated on a pro-rata basis that may result in a fractional
allocation.
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A-Units Option
    Members that participate in the A-Unit option of the Program will
be issued for each unit (i) 101,695 shares of MIH common stock and (ii)
warrants to purchase 2,182,639 shares of common stock of MIH in
exchange for such participant Member's initial cash capital
contribution of $508,475, and with such warrants being exercisable upon
the achievement by the participating Member of certain volume
thresholds on the Exchange during a 23-month measurement period
commencing September 13, 2013. A total of 10 A-Units will be offered.
The total equity ownership of MIH common stock held by any one
participant Member will be subject to a cap of 19.9%.\4\
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    \4\ See Ninth Article (b)(i)(B), Amended and Restated
Certificate of Incorporation of Miami International Holdings, Inc.,
dated August 31, 2012 (providing that no Exchange Member, either
alone or together with its Related Persons, may own, directly or
indirectly, of record or beneficially, shares constituting more than
twenty percent (20%) of any class of capital stock of the
Corporation). Any purported transfer of shares or ownership of
shares in violation of the ownership cap by a Member would be
subject to the limitations of the Certificate of Incorporation,
including the non-recognition of voting rights of shares in excess
of the cap and a redemption right by MIH for excess shares. See
Ninth Article (d) and (e), Amended and Restated Certificate of
Incorporation of Miami International Holdings, Inc., dated August
31, 2012.
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    The warrants will vest in six (6) tranches: (i) One (1) tranche,
upon initial investment; and (ii) five (5) tranches during a
measurement period of months 1-23 of the Program. In addition, the
participant Members may earn or lose warrants on a pro-rata basis based
upon meeting volume commitments during the measurement periods, as
detailed below.
    Upon the initial investment, the participant Member would receive
common shares equal to 101,695 shares of the common stock and 10% of
the warrants will vest. A participant Member will be eligible to earn
the remaining warrants during measurement periods provided that the

participant has achieved a specified percentage of the total national
average daily volume of options contracts reported to The Options
Clearing Corporation (``OCC'') (``OCC ADV'') on MIAX of all option
classes listed on MIAX.\5\
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    \5\ If an options class is not listed on MIAX, then the trading
volume in that options class will be omitted from the calculation of
% OCC ADV. Priority Customer-to-Priority Customer Crossing
transactions where no fees are paid to the Exchange, special
strategies, and contracts as to which a Member acts solely as
clearing agent will not be counted in the number of option contracts
executed on the Exchange by any Member. (Incidental Priority
Customer-to-Priority Customer transactions, that are not crossing
transactions, will be counted in the number of options contracts
executed on the Exchange by a Member.) Special strategies for the
purpose of calculating trading volume include: (i) Dividend
strategy; (ii) merger strategy; (iii) short stock interest strategy;
(iv) reversal and conversion strategies; (v) jelly roll strategy;
and (vi) similar strategies offered by an options exchange that are
subject to a fee cap. Trading in special strategies currently is not
available on MIAX. Special strategies will be omitted from the
calculation of % OCC ADV to the extent it is possible to identify
such transactions. Calculation of % OCC ADV will be discounted by 5%
of ADV for complex order functionality not yet established on the
Exchange until such time that functionality is available on MIAX.
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    The remaining five (5) tranches, of 90% of the warrants, will vest
during the following measurement periods: (i) 8.1% of the warrants
resulting from months 1-3, with a volume commitment of 0.225% of OCC
ADV on MIAX per A-Unit\6\; (ii) 11.7% of the warrants resulting from
months 4-5, with a volume commitment of 0.335% of OCC ADV on MIAX per
A-Unit; (iii) 19.8% of the warrants resulting from months 6-10, with a
volume commitment of 0.445% of OCC ADV on MIAX per A-Unit; (iv) 23.4%
of the warrants resulting from months 11-16, with a volume commitment
of 0.556% of OCC ADV on MIAX per A-Unit; and (v) 27% of the warrants
resulting from months 17-23, with a volume commitment of 0.667% of OCC
ADV on MIAX per A-Unit. If a participant Member exceeds 100% of the
volume commitment during a tranche's measurement period, the Member is
able to earn, on a pro-rata basis, warrants not earned by other
participant Members. If a participant Member reaches 70-99% of the
volume commitment during a tranche's measurement period, the Member
will earn a reduced amount of warrants on a pro-rata basis applicable
to such measurement period. If a participant Member fails to reach a
minimum of 70% of the volume commitment during a tranche's measurement
period, the Member will lose all right to that tranche of warrants.
Notwithstanding, in the event a participant Member has not satisfied
the volume commitment for any one measurement period (other than
measurement period 5), the participant Member will have an opportunity
to vest those warrants if such participant Member applies a portion of
the Members performance from the measurement period immediately
following to the prior measurement period to ensure a minimum of 70% of
the volume commitment in prior period and in addition has satisfied the
volume commitment for the measurement period immediately following.
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    \6\ The first measurement period will begin on the date of
filing and end November 30, 2013. Therefore, September 13, 2013
through November 30, 2013 will count as months 1-3 for purposes of
the measurement period.
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B-Units Option
    Members that participate in the B-Unit option of the Program will
be issued for each unit warrants to purchase 1,713,251 shares of common
stock of MIH in exchange for the prepayment of Exchange fees in the
amount of $500,000 for the 22-month period commencing October 1, 2013,
and with such warrants being exercisable upon the achievement by the
participating Member of certain volume thresholds on the Exchange
during a 23-month measurement period commencing September 13, 2013. A
total of 10 B-Units will be offered. The total equity ownership of MIH
common stock held by any one participant Member will be subject to a
cap of 19.9%.
    The warrants will vest in five (5) tranches during the following
measurement periods: (i) 9% of the warrants resulting from months 1-3,
with a volume commitment of 0.225% of OCC ADV on MIAX per B-Unit\7\;
(ii) 13% of the warrants resulting from months 4-5, with a volume
commitment of 0.335% of OCC ADV on MIAX per B-Unit; (iii) 22% of the
warrants resulting from months 6-10, with a volume commitment of 0.445%
of OCC ADV on MIAX per B-Unit; (iv) 26% of the warrants resulting from
months 11-16, with a volume commitment of 0.556% of OCC ADV on MIAX per
B-Unit; and (v) 30% of the warrants resulting from months 17-23, with a
volume commitment of 0.667% of OCC ADV on MIAX per B-Unit. If a
participant Member exceeds 100% of the volume commitment during any one
tranche's measurement period, the Member is able to earn, on a pro-rata
basis, warrants not earned by other participant Members. If a
participant Member reaches 70-99% of the volume commitment during any
one tranche's measurement period, the Member will earn a reduced amount
of warrants on a pro-rata basis applicable to such measurement period.
If a participant Member fails to reach a minimum of 70% of the volume
commitment during the measurement period, the Member will lose all
right to that tranche of warrants. Notwithstanding, in the event a
participant Member has not satisfied the volume commitment for any one
measurement period (other than measurement period 5), the participant
Member will have an opportunity to vest those warrants if such
participant Member applies a portion of the Members performance from
the measurement period immediately following to the prior measurement
period to ensure a minimum of 70% of the volume commitment in prior
period and in addition has satisfied the volume commitment for the
measurement period immediately following.
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    \7\ The first measurement period will begin on the date of
filing and end November 30, 2013. Therefore, September 13, 2013
through November 30, 2013 will count as months 1-3 for purposes of
the measurement period.
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    Once a participant Member has prepaid Exchange fees for the initial
22-month period, each month the participant Member may execute
contracts and accumulate transaction fees based on the prevailing MIAX
Options Fee Schedule in effect at the time. Once a B-Unit participant
Member has executed contract volume whereby the total accumulated
transaction fees equal the prepaid amount, all subsequently executed
contracts will be billed and collected at the appropriate rate as
defined in the MIAX Options Fee Schedule.
Provisions Applicable to Both A-Units and B-Units
    Each participant Member will have a standard piggyback registration
right to include the common shares and the common shares issuable upon
exercise of the warrants should MIH file a Registration Statement under
the Securities Exchange Act of 1933 [sic]. Each participant Member will
also have the right to participate pro rata in all future offerings of
MIH securities for so long as the participant Member holds at least 51%
of the common shares purchased by the participating Member directly or
issuable upon the exercise of warrants included in at least one B-Unit.
MIH will have the right of first refusal to purchase any common shares
or warrant shares that a participant Member decides to transfer or
sell. Other participant Members will have the secondary right of first
refusal to purchase any common shares or warrant shares that a
participant Member decides to transfer or sell.

    In addition, beginning one (1) year after the last month of the
final measurement period, for a period of 90 days, the participant
Member will have a right to sell the shares back to MIH at a price per
share equal to a fixed percentage of fair market value \8\ of the
common stock. The right to sell the shares back will reoccur on an
annual basis and last for a 90 day period. Years 1 and 2 after the
final measurement period, the participant Member may sell back 10% of
the common shares vested at a price equal to 50% of the fair market
value. Year 3 after the final measurement period, the participant
Member may sell back 30% of the common shares vested at a price equal
to 60% of the fair market value. Year 4 after the final measurement
period, the participant Member may sell back 60% of the common shares
vested at a price equal to 70% of the fair market value. Year 5 after
the final measurement period, the participant Member may sell back 90%
of the common shares vested at a price equal to 80% of the fair market
value. Year 6 after the final measurement period, the participant
Member may sell back 100% of the common shares vested at a price equal
to 90% of the fair market value.
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    \8\ ``Fair market value'' means the value of the MIH common
stock as determined by a nationally-recognized firm of independent
certified public accountants to be jointly selected by the MIH and
the participant Member, if such common stock is not publicly traded.
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    When a participating Member acquires a certain number of units, the
Member can appoint one director to the MIH Board and/or the MIAX
Board.\9\ The Exchange notes that the number of non-industry directors
on the MIAX Board, including at least one independent director, must
equal or exceed the number of industry directors and Member
representatives, and that additional new non-industry directors and
Member representative directors will need to be added in order to
maintain this status. The Exchange also notes that any directors that
may be selected by a participating Member would not be counted towards
the 20% Member representative requirement on the MIAX Board. In
addition, the Exchange notes that a Member is only entitled to a new
seat if they are not currently represented on the MIAX board.
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    \9\ The Commission notes that MIAX will need to submit a
separate proposed rule change to make changes to its corporate
governance documents to accommodate aspects of the proposal that
involve or affect the boards of MIAX and Miami International
Holdings.
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    All applicants will be subject to the same eligibility and
designation criteria, and all participant Members will participate in
the Program on the same terms, conditions and restrictions. To be
designated as a participant Member, an applicant must: (i) Be a Member
in good standing of MIAX; (ii) qualify as an ``accredited investor'' as
such term is defined in Regulation D of the Securities Act of 1933;\10\
and (iii) have executed all required documentation for Program
participation. Participant Members must have executed the definitive
documentation, satisfied the eligibility criteria required of Program
participants enumerated above, and tendered the minimum cash investment
or prepayment of fees by September 27, 2013, with a closing to occur on
September 30, 2013.
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    \10\ The purpose of this criterion relates to the ability of MIH
to sell shares of common stock pursuant to an exemption from
registration under the Securities Act of 1933. The definition of
``accredited investor'' under Rule 501(a)(1) of the Act includes any
broker or dealer registered pursuant to Section 15 of the Act. MIAX
Rule 200(b) requires a Member to be registered as a broker or dealer
pursuant to Section 15 of the Act, therefore all MIAX Members will
satisfy this criterion.
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    As discussed above, the purpose of the Program is to encourage
Members to direct greater trade volume to MIAX to enhance trading
volume in MIAX's market. Increased volume will provide for greater
liquidity and enhanced price discovery, which benefits all market
participants. Other exchanges currently engage in the practice of
incentivizing increased order flow in order to attract liquidity
providers through equity sharing arrangements.\11\ The Program
similarly intends to attract order flow, which will increase liquidity,
thereby providing greater trading opportunities and tighter spreads for
other market participants and causing a corresponding increase in order
flow from these other market participants. The Program will similarly
reward the liquidity providers that provide this additional volume with
a potential proprietary interest in MIAX.
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    \11\ See, e.g., Securities Exchange Act Release Nos. 62358 (June
22, 2010), 75 FR 37861 (June 30, 2010) (SR-NSX-2010-06); 64742 (June
24, 2011), 76 FR 38436 (June 30, 2011) (SR-NYSEAmex-2011-018); 69200
(March 21, 2013), 78 FR 18657 (March 27, 2013) (SR-CBOE-2013-31).
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    The specific volume thresholds of the Program's measurement periods
were set based upon business determinations and analysis of current
volume levels. The volume thresholds are intended to incentivize firms
to increase the number of orders that are sent to MIAX to achieve the
next threshold. Increasing the number of orders that are sent to MIAX
will in turn provide tighter and more liquid markets, and therefore
attract more business as well.
    MIAX will initiate the measurement period on the date of filing,
September 13, 2013.\12\ The Exchange will notify Members of the
implementation of the Program and the dates of the enrollment period by
Regulatory Circular, and will post a copy of this rule filing on its
Web site. Any MIAX Member that is interested in participating in the
Program may contact MIAX for more information and legal documentation
and will be required to enter into a nondisclosure agreement regarding
this additional Program information.
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    \12\ MIAX previously provided notice to Members on August 21,
2013 that the measurement period for the volume thresholds would be
commencing on September 3, 2013. See MIAX Regulatory Circular, RC-
2013-52. However, MIAX has decided instead to use September 13,
2013, to coincide with the date of filing.
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2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent
with Section 6(b) of the Act \13\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \14\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, to remove impediments to and perfect the
mechanisms of a free and open market and a national market system and,
in general, to protect investors and the public interest. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) of the Act \15\ requirement that the rules of an
exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange also believes the
proposed rule change is consistent with Section 6(b)(4) of the Act,\16\
which requires that Exchange rules provide for the equitable allocation
of reasonable dues, fees, and other charges among its members and other
persons using its facilities.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
    \15\ 15 U.S.C. 78f(b)(5).
    \16\ 15 U.S.C. 78f(b)(4).
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    In particular, the proposed rule change is equitable and not
unfairly discriminatory, because all Members may elect to participate
(or elect to not participate) in the Program and earn units on the same
terms and conditions, assuming they satisfy the same eligibility
criteria as described above. The eligibility criteria are objective;
thus, all Members have the ability to satisfy them. The Board also has
authorized MIAX to offer common

shares in MIH to any Member that requests designation to participate in
the Program and otherwise satisfies the eligibility criteria to ensure
that all Members will have the opportunity to own common shares and
thus participate in the Program if they so choose. In addition,
participant Members will earn warrants on a pro-rata basis upon meeting
fixed volume threshold amounts during the measurement periods that will
apply to all participant Members.
    The Exchange believes that the methodology used to calculate the
volume thresholds is fair, reasonable and not unfairly discriminatory
because it is based on objective criteria that are designed to omit
from the calculation functionality that is not available on the
Exchange and types of transactions that are subject to little or no
transaction fees. Specifically, the Exchange believes excluding
Priority Customer-to-Priority Customer Crossing transactions where no
fees are paid to the Exchange, special strategies, and contracts as to
which a Member acts solely as clearing agent from the number of option
contracts executed on the Exchange by any Member is reasonable and not
unfairly discriminatory because participating Members could otherwise
game the volume thresholds by executing excess volumes in these types
of transactions in which either no transaction fees are charged on the
Exchange, or the transaction is subject to a fee cap. The Program is
designed to reward participating Members for bringing their orders and
quotes to the Exchange to be executed on the Exchange. The Exchange
believes it is appropriate to exclude special strategies from the OCC
volume calculation since those transactions are not executed on the
Exchange. The Exchange believes that omitting clearing only
transactions from the calculation to be fair and reasonable because the
fact that a Member is clearing a trade is coincidental to the choice of
where to execute that trade. And, because clearing only transactions
are not executed on the MIAX, they don't fall within the intended
transactions that qualify for the Program. In addition, if the Exchange
were to reward the party clearing a trade, the Exchange would possibly
be double counting that trade--once for the executing party and once
for the clearing party. Furthermore, the Exchange believes that
counting incidental Priority Customer-to-Priority Customer
transactions, which are not crossing transactions, in the number of
options contracts executed on the Exchange by a Member is fair and
reasonable because in these situations the Priority Customer is not
necessarily choosing to execute against another Priority Customer in
order to avoid a transaction fee.
    The Exchange believes the Program is equitable and reasonable
because an increase in volume and liquidity would benefit all market
participants by providing more trading opportunities and tighter
spreads, even to those market participants that do not participate in
the Program. Additionally, the Exchange believes the proposed rule
change is consistent with the Act because, as described above, the
Program is designed to bring greater volume and liquidity to the
Exchange, which will benefit all market participants by providing
tighter quoting and better prices, all of which perfects the mechanism
for a free and open market and national market system.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that the
proposed rule change will improve competition by providing market
participants with another option when determining where to execute
orders and post liquidity.
    The Exchange believes that the proposed change would increase both
intermarket and intramarket competition by incenting participant
Members to direct their orders to the Exchange, which will enhance the
quality of quoting and increase the volume of contracts traded here. To
the extent that there is an additional competitive burden on non-
participant Members, the Exchange believes that this is appropriate
because the Program should incent Members to direct additional order
flow to the Exchange and thus provide additional liquidity that
enhances the quality of its markets and increases the volume of
contracts traded here. To the extent that this purpose is achieved, all
of the Exchange's market participants should benefit from the improved
market liquidity. Enhanced market quality and increased transaction
volume that results from the anticipated increase in order flow
directed to the Exchange will benefit all market participants and
improve competition on the Exchange.
    Given the robust competition for volume among options markets, many
of which offer the same products, implementing a program to attract
order flow like the one being proposed in this filing is consistent
with the above-mentioned goals of the Act. This is especially true for
the smaller options markets, such as MIAX, which is competing for
volume with much larger exchanges that dominate the options trading
industry. As a new exchange, MIAX has a nominal percentage of the
average daily trading volume in options, so it is unlikely that the
Program could cause any competitive harm to the options market or to
market participants. Rather, the Program is a modest attempt by a small
options market to attract order volume away from larger competitors by
adopting an innovative pricing strategy, as evidenced by the volume
thresholds of the Program that represent fractions of 1% of OCC ADV.
The Exchange notes that if the Program resulted in a modest percentage
increase in the average daily trading volume in options executing on
MIAX, while such percentage would represent a large volume increase for
MIAX, it would represent a minimal reduction in volume of its larger
competitors in the industry. The Exchange believes that the Program
will help further competition, because market participants will have
yet another additional option in determining where to execute orders
and post liquidity if they factor the benefits of MIAX equity
participation into the determination.

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

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\17\ At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
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    \17\ 15 U.S.C. 78s(b)(3)(A)(ii).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and

arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-MIAX-2013-43 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MIAX-2013-43. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make publicly available. All
submissions should refer to File Number SR-MIAX-2013-43 and should be
submitted on or before October 22, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-23826 Filed 9-30-13; 8:45 am]
BILLING CODE 8011-01-P


From:
Jones, DonnaLee<EMAIL_ADDRESS>Sent:
Wednesday, December 15, 2021 6:00 PM
To:
SINGLETON, KRIS E<EMAIL_ADDRESS>Cc:
Katie Batten<EMAIL_ADDRESS>Raymond, Gabrielle<EMAIL_ADDRESS>Subject:
costs for new heat recovery plant

Hi. Quick question. Im using EU 1998 cost estimates for a new heat recovery coke plant (updated to 2020 and US tons) and trying to figure out if the costs for the power plant/energy facility include the HRSG or not (and then the HRSG is included with the coke ovens). See if you can figure it out. I'd appreciate any help you could provide. (see attached spreadsheet for calculations)

EU* estimated costs for a new greenfield heat recovery plant producing 1.2 million tonnes coke per year was USD 365 million in 1998 including the coke oven facilities, coal handling/blending and the power plant. For the energy facility, investment costs of only USD 140 million are reported for 1998.

$       549,613,082
2020 US$
coke ovens, coal handling/blending and the power plant in 2020

$       210,810,497
2020 US$
energy facility
subtracting
$       338,802,585
2020 US$
coke ovens, coal handling/blending & HRSG? 2020

$                      252
per ton coke/yr
2020 US$ and tons (includes HRSG?)

EU estimate is based on a facility producing 1,344,000 US tons/yr

*pg. 255 EU BAT 2012
https://ec.europa.eu/jrc/en/publication/reference-reports/best-available-techniques-bat-reference-documentforiron-and-steel-productionindustrial-emissions

Regards,
Donna Lee Jones, Ph.D.
Senior Technical Advisor, Metals Sector
U. S. Environmental Protection Agency
Office of Air Quality Planning and Standards
Sector Policies and Programs Division / Metals & Inorganic Chemicals Group (D243-02)
Research Triangle Park, NC  27711  Tele:<PHONE_NUMBER>  Fax<PHONE_NUMBER>
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
"Reasonableness never fails to be appreciated."  - anon.

Pronouns - She/Her/Hers
Salutation - Dr./Ms.

<< BAT-costs-HR-only.xlsx >>


[Federal Register Volume 76, Number 45 (Tuesday, March 8, 2011)]
[Proposed Rules]
[Pages 12643-12645]
[FR Doc No: 2011-5251]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2011-0078; Airspace Docket No. 10-AEA-20]
RIN 2120-AA66

Proposed Establishment of Helicopter Area Navigation (RNAV)
Routes; Northeast United States

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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

SUMMARY: This action proposes to introduce low altitude helicopter RNAV
routes into the United States domestic Air Traffic Service (ATS) route
structure to be used by suitably equipped helicopters having IFR-
approved Global Positioning System (GPS)/Global Navigation Satellite
System (GNSS) equipment. Additionally, the FAA is proposing to
establish two such routes in the northeast corridor between the
Washington, DC and New York City metropolitan areas. The FAA is
proposing this action to enhance safety and to improve the efficient
use of the navigable airspace for en route IFR helicopter operations.

DATES: Comments must be received on or before April 22, 2011.

ADDRESSES: Send comments on this proposal to the U.S. Department of
Transportation, Docket Operations, M-30, 1200 New Jersey Avenue, SE.,
West Building Ground Floor, Room W12-140, Washington, DC 20590-0001;
telephone:<PHONE_NUMBER>. You must identify FAA Docket No. FAA-2011-
0078 and Airspace Docket No. 10-AEA-20 at the beginning of your
comments. You may also submit comments through the Internet at http://www.regulations.gov.

FOR FURTHER INFORMATION CONTACT: Paul Gallant, Airspace, Regulations &
ATC Procedures Group, Office of Airspace Services, Federal Aviation
Administration, 800 Independence Avenue, SW., Washington, DC 20591;
telephone:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Comments Invited

    Interested parties are invited to participate in this proposed
rulemaking by submitting such written data, views, or arguments, as
they may desire. Comments that provide the factual basis supporting the
views and suggestions presented are particularly helpful in developing
reasoned regulatory decisions on the proposal. Comments are
specifically invited on the overall regulatory, aeronautical, economic,
environmental, and energy-related aspects of the proposal.
    Communications should identify both docket numbers (FAA Docket No.
FAA-2011-0078 and Airspace Docket No. 10-AEA-20) and be submitted in
triplicate to the Docket Management System (see ADDRESSES section for
address and phone number). You may also submit comments through the
Internet at http://www.regulations.gov.
    Commenters wishing the FAA to acknowledge receipt of their comments
on this action must submit with those comments a self-addressed,
stamped postcard on which the following statement is made: ``Comments
to FAA Docket No. FAA-2011-0078 and Airspace Docket No. 10-AEA-20.''
The postcard will be date/time stamped and returned to the commenter.
    All communications received on or before the specified closing date
for comments will be considered before taking action on the proposed
rule. The proposal contained in this action may be changed in light of
comments received. All comments submitted will

be available for examination in the public docket both before and after
the closing date for comments. A report summarizing each substantive
public contact with FAA personnel concerned with this rulemaking will
be filed in the docket.

Availability of NPRMs

    An electronic copy of this document may be downloaded through the
Internet at http://www.regulations.gov. Recently published rulemaking
documents can also be accessed through the FAA's Web page at http://www.faa.gov/airports_airtraffic/air_traffic/publications/airspace_amendments.
    You may review the public docket containing the proposal, any
comments received and any final disposition in person in the Dockets
Office (see ADDRESSES section for address and phone number) between 9
a.m. and 5 p.m., Monday through Friday, except Federal holidays. An
informal docket may also be examined during normal business hours at
the office of the Eastern Service Center, Operations Support Group,
Federal Aviation Administration, Room 210, 1701 Columbia Ave., College
Park, GA 30337.
    Persons interested in being placed on a mailing list for future
NPRMs should contact the FAA's Office of Rulemaking,<PHONE_NUMBER>,
for a copy of Advisory Circular No. 11-2A, Notice of Proposed
Rulemaking Distribution System, which describes the application
procedure.

Background

    Currently, there are no published, public-use, helicopter-specific
IFR RNAV routes in the U.S. National Airspace System (NAS). Helicopter
operator representatives have asked the FAA to develop such routes
since helicopter flight performance characteristics differ
significantly from high performance turboprop and turbojet aircraft.
Additionally, published helicopter RNAV routes would increase the
safety and efficiency of helicopter operations by affording pilots
greater situational awareness and enabling more direct IFR routing. The
proposed routes would also make available lower IFR altitudes, which
could potentially help helicopters avoid icing conditions during winter
operations. Further, TK routes would expand opportunities for
helicopter operators to take advantage of developments in Performance
Based Navigation technology. TK routes would be designated only within
U.S. domestic airspace.

Helicopter RNAV Route Identification and Charting

    The proposed helicopter RNAV routes would be identified by the
prefix ``TK'' followed by a three digit number. The ``T'' prefix is one
of several International Civil Aviation Organization (ICAO) designators
used to identify domestic RNAV routes. ``K'' is an ICAO designator used
to indicate routes primarily for use by helicopters. The FAA has been
allocated the number block 501 through 650 for use in identifying U.S.
TK routes.
    As with the existing T routes, TK routes would be depicted in blue
on the appropriate IFR en route low altitude chart(s). Each route
depiction would include the route number along with a Global Navigation
Satellite System (GNSS) Minimum Enroute Altitude (MEA) to ensure
obstacle clearance and communications reception.

The Proposal

    The FAA is proposing an amendment to Title 14, Code of Federal
Regulations (14 CFR) part 71 that would establish the first two low
altitude IFR helicopter RNAV Routes. The proposed routes would provide
more direct routing for IFR helicopters in the northeast corridor
between the New York City and Washington, DC, metropolitan areas. The
routes would serve New York City, Philadelphia, Baltimore and
Washington, DC area airports/heliports. The proposed routes would begin
and end at points air traffic control uses for routing helicopters. The
new helicopter RNAV routes, as described below, would be designated TK-
502 and TK-504, and would be depicted on the appropriate IFR Enroute
Low Altitude charts. Only RNAV-equipped helicopters capable of filing
flight plan equipment suffix ``G'' could file for the TK routes. The TK
routes are being proposed to enhance safety and to facilitate the more
flexible and efficient use of the navigable airspace for en route IFR
helicopter operations.
    The FAA has determined that this proposed regulation only involves
an established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
Therefore, this proposed regulation: (1) Is not a ``significant
regulatory action'' under Executive Order 12866; (2) is not a
``significant rule'' under Department of Transportation (DOT)
Regulatory Policies and Procedures (44 FR 11034; February 26, 1979);
and (3) does not warrant preparation of a regulatory evaluation as the
anticipated impact is so minimal. Since this is a routine matter that
will only affect air traffic procedures and air navigation, it is
certified that this proposed rule, when promulgated, will not have a
significant economic impact on a substantial number of small entities
under the criteria of the Regulatory Flexibility Act.
    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
the airspace necessary to ensure the safety of aircraft and the
efficient use of airspace. This regulation is within the scope of that
authority as it modifies the route structure as required to preserve
the safe and efficient flow of air traffic.

Environmental Review

    The FAA has determined that this action qualifies for categorical
exclusion under the National Environmental Policy Act in accordance
with FAA Order 1050.1E, Environmental Impacts: Policies and Procedures,
paragraph 311a. This airspace action is not expected to cause any
potentially significant environmental impacts, and no extraordinary
circumstances exist that warrant preparation of an environmental
assessment.

List of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

The Proposed Amendment

    In consideration of the foregoing, the Federal Aviation
Administration proposes to amend 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

    1. The authority citation for part 71 continues to read as follows:

    Authority:  49 U.S.C. 106(g), 40103, 40113, 40120; E.O. 10854,
24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1  [Amended]

    2. The incorporation by reference in 14 CFR 71.1 of FAA Order
7400.9T, Airspace Designations and Reporting Points, dated August 18,
2010 and effective September 15, 2010, is amended as follows:

Paragraph 6012 Helicopter area navigation routes [new].

* * * * *

TK-502 Westminster (EMI), MD to DECKR, PA [New]

Westminster (EMI), MD VORTAC
    (Lat. 39[deg]29'42'' N., long. 76[deg]58'43'' W.)
TAYLO, MD WP
    (Lat. 39[deg]39'48'' N., long. 76[deg]27'43'' W.)
WINGO, PA WP
    (Lat. 39[deg]45'59'' N., long. 76[deg]06'56'' W.)
SINON, PA WP
    (Lat. 40[deg]02'14'' N., long. 75[deg]34'46'' W.)
GRIBL, PA WP
    (Lat. 40[deg]14'30'' N., long. 74[deg]53'31'' W.)
TOLAN, NJ WP
    (Lat. 40[deg]21'58'' N., long. 74[deg]25'23'' W.)
BALDE, NJ WP
    (Lat. 40[deg]28'42'' N., long. 74[deg]11'33'' W.)
SPATE, NY WP
    (Lat. 40[deg]31'22'' N., long. 74[deg]07'30'' W.)
DECKR, NY WP
    (Lat. 40[deg]39'07'' N., long. 74[deg]02'42'' W.)
* * * * *

TK-504 RUSEY, MD to BANKA, NJ [New]

RUSEY, MD WP
    (Lat. 39[deg]16'07'' N., long. 76[deg]11'19'' W.)
CIDOB, MD WP
    (Lat. 39[deg]25'47'' N., long. 75[deg]58'43'' W.)
HAMOR, PA WP
    (Lat. 39[deg]51'21'' N., long. 75[deg]47'17'' W.)
ARCUM, PA WP
    (Lat. 40[deg]01'26'' N., long. 75[deg]20'54'' W.)
TULLY, PA WP
    (Lat. 40[deg]10'38'' N., long. 74[deg]51'48'' W.)
BORKE, NJ WP
    (Lat. 40[deg]10'12'' N., long. 74[deg]22'32'' W.)
BANKA, NJ WP
    (Lat. 40[deg]22'53'' N., long. 74[deg]03'04'' W.)

    Issued in Washington, DC, on March 2, 2011.
Rodger A. Dean,
Acting Manager, Airspace, Regulations and ATC Procedures Group.
[FR Doc. 2011-5251 Filed 3-7-11; 8:45 am]
BILLING CODE 4910-13-P


From:		Robin Dunkins/RTP/USEPA/US

To<EMAIL_ADDRESS>
Cc:		Bill Schrock/RTP/USEPA/US@EPA, Kelley Spence/RTP/USEPA/US@EPA, John
Bradfield/RTP/USEPA/US@EPA, Scott Jordan/DC/USEPA/US@EPA, Karen
Thundiyil/DC/USEPA/US@EPA

Date:		12/14/2011 03:42 PM

Subject:	Fw: Review of Environmental Justice Impacts

________________________________________

Robin Dunkins

Leader, Natural Resources Group

Office of Air Quality Planning and Standards

US Environmental Protection Agency  (C504-03)

(phone)<PHONE_NUMBER>   (fax) 919-541- 3470

<EMAIL_ADDRESS>


  SEQ CHAPTER \h \r 1 SIP SUBMITTAL COMPLETENESS CRITERIA CHECKLIST

(in accordance with 40 CFR Part 51 - App. V)

   SIP Submitted by:     Virginia Department of Environmental Quality

   Date Submitted:        February 11, 2008

   Subject:                     RACT Permit

Completeness Review:  Base File Number:  VA 222

Completed by:	     Ellen Wentworth, 3AP21  /s/

Date Completed:           April 10, 2008

Administrative Materials

        SEQ CHAPTER \h \r 1 ACCEPTABLE

  SEQ CHAPTER \h \r 1 EPA REQUIREMENT	STATE SUBMITTAL 	(X)

1. A formal letter of submittal from the Governor or his designee,
requesting EPA approval of the plan or revision thereof.	1. Letter from
David K. Paylor, Director, Virginia Department of Environmental Quality
submitted on February 11, 2008.	 X

2. Evidence that the State has adopted the plan in the State code or
body of regulations; or issued the permit, order, consent agreement in
final form.  That evidence shall include the date of adoption or final
issuance as well as the effective date of the plan, if different from
the adoption/issuance date.	2. Not a regulatory change.  The submittal
is a request to remove an obsolete permit from the SIP.  Once EPA
approves the request, the permit repeal will become effective 30 days
later.	 X

3. Evidence that the State has the necessary legal authority under State
law to adopt and implement the plan.	3. State has the legal under
§10.1-1185 of the Code of Virginia.	 X

4. A copy of actual regulation, or document submitted for approval and
incorporation by reference into the plan, including indication of the
changes made to the existing approved plan, where applicable.  The
submittal shall be a copy of the official State regulation/document
signed, stamped, dated by the appropriate State official indicating that
it is fully enforceable by the State.  The effective date of the
regulation/document shall, whenever possible, be indicated in the
document itself.	4. The submittal is a request to remove an obsolete
RACT permit from the SIP.  Sources at the facility that were previously
subject to NOx RACT permit requirements have shut down.  Mutual shutdown
agreements between the Virginia Department of Environmental Quality and
Norfolk Southern Corporation were submitted as part of the submittal.

  X

5. Evidence that the State followed all of the procedural requirements
of the State's laws and constitution in conducting and completing the
adoption/issuance of the plan.	5.  Revision submitted pursuant to the
requirements of Section 110 of the CAA.  	 X

6. Evidence that public notice was given of the proposed change
consistent with procedures approved by EPA, including the date of
publication of such notice.	6.  Copy of notice printed in the Roanoke
Times and World News on November 9, 2007 submitted, informing the public
of SIP revision.	 X

7. Certification that public hearings were held in accordance with the
information provided in the public notice and the State's laws and
constitution, if applicable.	7.  Certification that public hearing was
held in accordance with public notice information submitted.	 X

8. Compilation of public comments and the State's response thereto.	8.
No public comments were received.	 X

  SEQ CHAPTER \h \r 1 Technical Materials

  SEQ CHAPTER \h \r 1 EPA REQUIREMENT	STATE SUBMITTAL 	(X)

  SEQ CHAPTER \h \r 1 1. Identification of all regulated pollutants
affected by the plan.	1.  Regulated pollutant-NOx	 X

2. Identification of the locations of affected sources including the EPA
attainment/nonattainment designation of the locations and the status of
the attainment plan for the affected area(s).	2.  Affected sources are
located at the Norfolk Southern Railway Company in Roanoke, Virginia.

 X

3. Quantification of the changes in plan allowable emissions from the
affected sources; estimates of changes in current actual emissions from
affected sources or, where appropriate, quantification of changes in
actual emissions from affected sources through calculations of the
differences between certain baseline levels and allowable emissions
anticipated as a result of the revision.	3.  VADEQ will remove subject
equipment from the air emissions inventory and will consider its air
pollutant emissions to be zero in any future air quality analysis to be
conducted.	 X

4. The State's demonstration that the national ambient air quality
standards, prevention of significant deterioration increments,
reasonable further progress demonstration, and visibility, as
applicable, are protected if the plan is approved and implemented. 	4.
Not required (N/R) for RACT.  RACT is setting emission limits based upon
technological & economic feasibility considerations.  This SIP revision
is approving the shutdown of equipment that previously emitted NOx and
as a result, will result in less emissions being released.     	 X

5. Modeling information required to support the proposed revision,
including input data, output data, models used,  ambient monitoring data
used, meteorological data used, justification for use of offsite data
(where used), modes of models used, assumptions, and other information
relevant to the determination of adequacy of the modeling analysis.	5.
Not applicable.	 X

6. Evidence, where necessary, that emission limitations are based on
continuous emission reduction technology.	6.  Not applicable.  	 X

7. Evidence that the plan contains emission limitations, work practice
standards and recordkeeping/reporting requirements, where necessary, to
ensure emission levels.	7.  Not applicable.	 X

8. Compliance/enforcement strategies, including how compliance will be
determined in practice.	8.  Not applicable.	 X

9. Special economic and technological justifications required by any
applicable EPA policies. (If a policy is not appropriate, explain why.)
9.  Not applicable.	 X

10. A Section 107 request must be accompanied by a maintenance plan
demonstrating maintenance to the relevant NAAQS for at least 10 years
after redesignation.	10. Not a section 107 request.	 X


[Federal Register: October 20, 2010 (Volume 75, Number 202)]
[Notices]
[Page 64767-64769]
[DOCID:fr20oc10-106]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63097; File No. SR-BYX-2010-002]

Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of
Filing of Proposed Rule Change To Amend BATS Y-Exchange Rules To
Conform to the Current Rules of BATS Exchange

October 13, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on October 4, 2010, BATS Y-Exchange, Inc. (the ``Exchange'' or
``BYX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The Exchange
has designated this proposal as a ``non-controversial'' proposed rule
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with
the Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is proposing to amend BYX Rules 11.9, 11.13, 11.17,
and 11.18 in order to bring BYX Rules up to date with recent changes
that have been made to the rules of the Exchange's affiliate, BATS
Exchange, Inc. (``BATS Exchange''). The text of the proposed rule
change is available at the Exchange's Web site at http://
www.batstrading.com, at the principal office of the Exchange, and at
the Commission's Public Reference Room.

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

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

the most significant parts of such statements.

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

1. Purpose
    The Exchange proposes to amend BYX Rules 11.9, 11.13, 11.17, and
11.18 in order to bring BYX Rules up to date with the changes that were
made to the rules of BATS Exchange while BYX's Form 1 Application to
register as a national security exchange was pending approval.
    Background:
    BYX plans to commence operations as a national securities exchange
registered under Section 6 of the Act \5\ on October 15, 2010. As
described more fully in BYX's Form 1 application,\6\ the Exchange is an
affiliate of BATS Exchange: both are wholly owned subsidiaries of BATS
Global Markets, Inc. (``BGM''). BYX Rules, in their current form, were
filed as part of Amendment No. 1 to its Form 1 on July 1, 2010 and, at
that time, were nearly identical to BATS Exchange Rules. In the time
between when BYX was preparing to file Amendment No. 1 to its Form 1
and the filing of this proposed rule change, BATS Exchange has made
several changes to its rule book. Despite the limited time frame since
the Commission approved BYX to operate as a national stock exchange,
BYX and BATS Exchange already have many common members and the Exchange
anticipates that the number of common members will only continue to
grow. In order to prevent confusion among common members, to ensure
consistent operation of both BYX and BATS Exchange, and to bring the
Exchange's Rules in line with industry standards, the Exchange proposes
to amend BYX Rules as described below.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f.
    \6\ See Securities Exchange Act Release No. 34-62716 (August 13,
2010), 75 FR 51295 (August 19, 2010) (order approving application of
BATS Y-Exchange, Inc. for registration as a national securities
exchange).
---------------------------------------------------------------------------

    Match Trade Prevention:
    The Exchange proposes to make a minor change to its Member Match
Trade Prevention, or MMTP, functionality, described in BYX Rule 11.9(f)
and to rename the functionality as Match Trade Prevention.
Specifically, the Exchange is proposing to allow Users to opt-out of
the default behavior of the MMTP Decrement and Cancel (``MDC'')
modifier to automatically cancel two orders in their entirety when the
resting order contains an MMTP modifier rather than MDC and is larger
than the incoming order. Also, as mentioned above, the Exchange also
proposes to rename the functionality as Match Trade Prevention
(``MTP''). These changes would make BYX Rule 11.9(f) consistent with
BATS Exchange Rule 11.9(f) and are identical to changes made by BATS
Exchange when modifying its MMTP rules.\7\
---------------------------------------------------------------------------

    \7\ Securities Exchange Act Release No. 62102 (May 13, 2010), 75
FR 28670 (May 21, 2010) (SR-BATS-2010-11).
---------------------------------------------------------------------------

    Routing Strategies:
    The Exchange also proposes to amend Rule 11.13(a), which describes
its order routing processes, to modify the existing general description
of Exchange routing functionality, to describe available routing
options in greater detail, and to add certain new routing options.
Specifically, the Exchange is proposing various modifications to its
general routing standards, which modifications, the Exchange believes,
will help clarify the rule, including adding a reference to the
``RECYCLE Option'' in its rule. Additionally, the Exchange is proposing
to amend the Rule to include a definition of ``System routing table,''
in order to reflect the fact that the Exchange, like other trading
venues, maintains different routing tables for different routing
options and modifies them on a regular basis to reflect assessments
about the destination markets. Finally, the Exchange proposes to add
descriptions of the following routing options: CYCLE, Parallel D,
Parallel 2D, Parallel T, DRT, and Destination Specific Orders. These
changes would make BYX Rule 11.13 consistent with BATS Exchange Rule
11.13 and are substantively identical to changes made by BATS Exchange
when modifying its execution and routing rules.\8\
---------------------------------------------------------------------------

    \8\ Securities Exchange Act Release No. 61883 (April 9, 2010),
75 FR 20418 (April 19, 2010) (SR-BATS-2010-007).
---------------------------------------------------------------------------

    Clearly Erroneous Executions:
    The Exchange also proposes to amend its Rule 11.17, entitled
Clearly Erroneous Executions, to provide for uniform treatment: (1) Of
clearly erroneous execution reviews in Multi-Stock Events involving
twenty or more securities; and (2) in the event transactions occur that
result in the issuance of an individual stock trading pause by the
primary market and subsequent transactions that occur before the
trading pause is in effect on the Exchange. The Exchange also proposes
additional changes to Rule 11.17 that reduce the ability of the
Exchange to deviate from the objective standards set forth in the Rule.
These changes would make BYX Rule 11.17 consistent with BATS Exchange
Rule 11.17 and are identical to changes made by BATS Exchange when
modifying its clearly erroneous executions rules.\9\
---------------------------------------------------------------------------

    \9\ Securities Exchange Act Release No. 62886 (September 10,
2010), 75 FR 56613 (September 16, 2010) (SR-BATS-2010-016).
---------------------------------------------------------------------------

    Individual Stock Trading Pause:
    The Exchange also proposes to amend its Rule 11.18, which describes
BYX's procedures for trading halts due to extraordinary market
volatility, on a pilot basis so that the Exchange may, from time to
time, pause trading in an individual stock when the primary listing
market for such stock issues a trading pause in any of the securities
covered by the pilot. The Exchange is proposing the rule change in
order to recognize what is now a uniform market-wide trading pause
standards for individual securities in the S&P 500[reg] Index, the
Russell 1000[reg] Index and specified Exchange Trade Products that
experience rapid price movement. These changes would make BYX Rule
11.18 consistent with BATS Exchange Rule 11.18 and are identical to
changes made by BATS Exchange when modifying its trading halt rule.\10\
---------------------------------------------------------------------------

    \10\ Securities Exchange Act Release No. 62884 (September 10,
2010), 75 FR 56618 (September 16, 2010) (SR-BATS-2010-018).
---------------------------------------------------------------------------

2. Statutory Basis
    The rule change proposed in this submission is consistent with the
requirements of the Act and the rules and regulations thereunder that
are applicable to a national securities exchange, and, in particular,
with the requirements of Section 6(b) of the Act.\11\ In particular,
the proposed changes are consistent with Section 6(b)(5) of the
Act,\12\ because they would promote just and equitable principles of
trade, remove impediments to, and perfect the mechanism of, a free and
open market and a national market system, and, in general, protect
investors and the public interest. Specifically, the Exchange believes
that although BYX Rules may, in certain instances, intentionally differ
from BATS Exchange rules, the proposed changes will promote uniformity
with BATS Exchange with respect to rules that are intended to be
identical but were difficult to modify until BYX's Form 1 application
had been approved. The Exchange believes that it will reduce the
potential for confusion by its members that are also members of BATS
Exchange if it commences operations with only those differences between
BYX and BATS Exchange rules that are intentional. Furthermore, certain
of the

proposed changes will align the Exchange's rules with rules of other
market centers that were recently amended to address the type of sudden
price declines that the market experienced on the afternoon of May 6,
2010.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change imposes
any burden on competition.

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

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

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

    Because the foregoing proposed rule change does not:
    (i) Significantly affect the protection of investors or the public
interest;
    (ii) Impose any significant burden on competition; and
    (iii) Become operative for 30 days from the date on which it was
filed, or such shorter time as the Commission may designate, if
consistent with the protection of investors and the public interest, it
has become effective pursuant to Section 19(b)(3)(A) of the Act \13\
and Rule 19b-4(f)(6) thereunder.\14\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the self-regulatory organization to submit to the
Commission written notice of its intent to file the proposed rule
change, along with a brief description and text of the proposed rule
change, at least five business days prior to the date of filing of
the proposed rule change, or such shorter time as designated by the
Commission. The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    The Exchange has requested that the Commission waive the 30-day
operative delay to permit the Exchange to commence operations as a
national securities exchange with rules substantively identical to the
equity trading rules of BATS Exchange. The Commission finds that waiver
of the operative delay is consistent with the protection of investors
and the public interest because such waiver will align the Exchange's
rules with recently amended rules of BATS Exchange. Therefore, the
Commission designates the proposal operative upon commencement of
Exchange operation, which the Exchange anticipates will be October 15,
2010.\15\
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    \15\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposal 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 e-mail to<EMAIL_ADDRESS>Please include
File No. SR-BYX-2010-002 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-BYX-2010-002. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission,\16\ 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 changes 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. Copies of such filing will also be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File No. SR-BYX-
2010-002 and should be submitted on or before November 10, 2010.
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    \16\ The text of the proposed rule change is available on the
Commission's Web site at http://www.sec.gov/.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-26335 Filed 10-19-10; 8:45 am]
BILLING CODE 8011-01-P