[Federal Register Volume 82, Number 168 (Thursday, August 31, 2017)]
[Notices]
[Page 41414]
[FR Doc No: 2017-18504]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9966-88-Region 2]

Proposed CERCLA Cost Recovery Settlement for the Wolff-Alport
Superfund Site, Queens County, New York

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice; request for public comment.

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SUMMARY: In accordance with the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (``CERCLA''),
notice is hereby given by the U.S. Environmental Protection Agency
(``EPA''), Region 2, of a proposed cost recovery settlement agreement
pursuant to CERCLA, with the City of New York (``Settling Party'')
concerning the Wolff-Alport Superfund Site (``Site''), located in
Queens County, New York.
    The Site includes portions of the former Wolff-Alport Chemical
Company facility and nearby areas, including businesses, public
sidewalks, city sewers, and nearby streets, where hazardous substances
including radioactive contamination were disposed or have migrated.
Settling Party is the owner of property which constitutes a portion of
the Site.

DATES: Comments must be submitted on or before October 2, 2017.

ADDRESSES: The proposed settlement is available for public inspection
at EPA Region 2 offices at 290 Broadway, New York, New York 10007-1866.
Comments should reference the Wolff-Alport Superfund Site, Queens
County, New York, Index No. CERCLA-02-2017-2009. To request a copy of
the proposed settlement agreement, please contact the EPA employee
identified below.

FOR FURTHER INFORMATION CONTACT: Jean Regna, Assistant Regional
Counsel, New York/Caribbean Superfund Branch, Office of Regional
Counsel, U.S. Environmental Protection Agency, 290 Broadway, 17th
Floor, New York, NY 10007-1866. Email<EMAIL_ADDRESS>Telephone:
212-637-3164.

SUPPLEMENTARY INFORMATION: The Settling Party agrees to pay EPA
$659,037.00 in reimbursement of EPA's past response costs paid at or in
connection with the Site. The settlement includes a covenant by EPA not
to sue or to take administrative action against the Settling Party
pursuant to Section 107(a) of CERCLA, 42 U.S.C. 9607(a), with regard to
the response costs related to the work at the Site enumerated in the
settlement agreement. For thirty (30) days following the date of
publication of this notice, EPA will receive written comments relating
to the proposed settlement. EPA will consider all comments received and
may modify or withdraw its consent to the settlement if comments
received disclose facts or considerations that indicate that the
proposed settlement is inappropriate, improper, or inadequate. EPA's
response to any comments received will be available for public
inspection at EPA Region 2, 290 Broadway, New York, New York 10007-
1866.

    Dated: August 23, 2017.
John Prince,
Acting Director, Emergency and Remedial Response Division, U.S.
Environmental Protection Agency, Region 2.
[FR Doc. 2017-18504 Filed 8-30-17; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 85, Number 97 (Tuesday, May 19, 2020)]
[Notices]
[Pages 29937-29938]
[FR Doc No: 2020-10721]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 10821-005]

Pacific Gas & Electric Company; Notice Soliciting Scoping
Comments

    Take notice that the following application has been filed with the
Commission and is available for public inspection.
    a. Type of Application: Subsequent License--Transmission Line Only.
    b. Project No.: P-10821-005.
    c. Date filed: June 27, 2019.
    d. Applicant: Pacific Gas & Electric Company (PG&E).
    e. Name of Project: Camp Far West Transmission Line Project.
    f. Location: The existing transmission line project, with proposed
modifications, would be located in Placer and Yuba Counties,
California. The project would occupy a total of 52.3 acres and include
tribal land managed by the U.S. Department of the Interior, Bureau of
Indian Affairs (Auburn Off-Reservation Land Trust) and federal land
managed by the U.S. Department of Defense (Beale Air Force Base).
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791 (a)-825(r).
    h. Applicant Contact: Mr. Robert Donovan, Senior Transmission
Planner, Pacific Gas & Electric Company, 245 Market Street, Room 1053B,
Mail Code N10A, San Francisco, California 94105.
    i. FERC Contact: Quinn Emmering,<PHONE_NUMBER>,
<EMAIL_ADDRESS>    j. Deadline for filing scoping comments: June 12, 2020.
    The Commission strongly encourages electronic filing. Please file
scoping comments using the Commission's eFiling system at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit brief
comments up to 6,000 characters, without prior registration, using the
eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You
must include your name and contact information at the end of your
comments. For assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>(866) 208-3676 (toll free), or (202) 502-
8659 (TTY). In lieu of electronic filing, please send a paper copy to:
Secretary, Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. The first page of any filing should include
docket number P-10821-005.
    k. This application is not ready for environmental analysis at this
time.
    l. The existing Camp Far West Transmission Line Project includes a
1.9-mile-long, three-phase, 60-kilovolt (kV) transmission line
extending from the powerhouse of the Camp Far West Hydroelectric
Project in Placer County to an interconnection with PG&E's 9-mile-long
Smartville-Lincoln (formerly Smartville-Pleasant Grove) 60-kV
transmission line. The Camp Far West Transmission Line Project is a
transmission line only project; therefore, the project does not
generate power, nor does it include any dams, diversions, or otherwise
discharge to surface waters, nor does it include recreation facilities.
The transmission line project annually transmits approximately 26,900
megawatt hours of energy generated at the project powerhouse for the
Camp Far West Hydroelectric Project.
    PG&E proposes to include the 9-mile-long Smartville-Lincoln 60-kV
transmission line as a project facility in any subsequent license
issued for the project. PG&E has determined that, while this segment of
transmission line used to carry electricity from multiple sources, it
now only carries electricity from the Camp Far West Hydroelectric
Project to the integrated transmission system. Due to this, PG&E
believes that the 9-mile-long segment should be considered part of the
primary transmission line for the Camp Far West Hydroelectric Project
and that it be incorporated into the Camp Far West Transmission Line
Project. As proposed, the Camp Far West Transmission Line Project would
consist of 10.9-mile-long, three-phase, 60-kV transmission line
extending from the powerhouse of the Camp Far West Hydroelectric
Project to the interconnection point located at Beale Air Force Base.
    m. In addition to publishing the full text of this document in the
Federal Register. The Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://www.ferc.gov) using
the ``eLibrary'' link.

Enter the docket number excluding the last three digits in the docket
number field to access the document. At this time, the Commission has
suspended access to the Commission's Public Reference Room, due to the
proclamation declaring a National Emergency concerning the Novel
Coronavirus Disease (COVID-19), issued by the President on March 13,
2020. For assistance, contact FERC Online Support.
    n. You may also register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via email of new filings and issuances
related to this or other pending projects. For assistance, contact FERC
Online Support.
    o. Scoping Process
    The Commission staff intends to prepare an Environmental Assessment
(EA) for the Camp Far West Transmission Line Project in accordance with
the National Environmental Policy Act. The EA will consider both site-
specific and cumulative environmental impacts and reasonable
alternatives to the proposed action.
    Commission staff does not propose to conduct any on-site scoping
meetings at this time. Instead, we are soliciting comments,
recommendations, and information, on the Scoping Document (SD) issued
on May 13, 2020.
    Copies of the SD outlining the subject areas to be addressed in the
EA were distributed to the parties on the Commission's mailing list and
the applicant's distribution list. Copies of the SD may be viewed on
the web at http://www.ferc.gov using the ``eLibrary'' link. Enter the
docket number excluding the last three digits in the docket number
field to access the document. For assistance, call 1-866-208-3676 or
for TTY,<PHONE_NUMBER>.

    Dated: May 13, 2020.
Kimberly D. Bose,
Secretary.
[FR Doc. 2020-10721 Filed 5-18-20; 8:45 am]
 BILLING CODE 6717-01-P


applicable law and receipt of applicable regulatory approvals, either
(a) the Company shall be required to contribute all or a specified
portion of the assets of the Company to a corporation newly formed
under the laws of the State of Delaware (the ``New Company''), or (b)
the Members shall be required to contribute their Interests to the New
Company, in each case in exchange for shares of the New Company's stock
having substantially the same equity interests and voting rights as the
Interests being contributed (the ``New Company Shares''), and the
Company shall cause the New Company to file and use its best efforts to
have declared effective a registration statement under the Securities
Act for an initial public offering, and to cause the New Company and
its officers and employees to use their best efforts to market the New
Company Shares, subject to all applicable Securities Act restrictions.
To the extent required by the underwriters managing a registered public
offering of the New Company Shares, each Member agrees to complete and
execute all customary questionnaires and similar documents so required
under the terms of such underwriting agreements. Upon the consummation
of an initial public offering, certain specified portions of the LLC
Agreement and such other provisions as the Board may determine,
including the LLC Agreement in its entirety, shall terminate
automatically

and be of no further force and effect. Notwithstanding anything to the
contrary in the LLC Agreement, as a condition to an initial public
offering, the Company or any successor thereto shall enter into a
registration rights agreement, upon commercially reasonable terms, with
any Member requesting such agreement with respect to the registration
of its equity securities with customary terms and conditions and in
form and substance reasonably satisfactory to the Board and such
Member; provided that such registration rights agreement shall include
(i) demand registration rights that apply (A) equally to all Members,
(B) only after an initial public offering, and (C) subject to customary
minimum thresholds and (ii) piggyback registration rights for all
Members on a pro rata basis in proportion with their relative common
equity interests.

Certain Regulatory and Compliance Matters

    As provided in Section 8.1(m) of the LLC Agreement, (A) the Board
in carrying out its duties and without limitation on its other
obligations under applicable law or otherwise and (B) each director, in
carrying out his or her duties and without limitation on his or her
other obligations under applicable law or otherwise (but subject to the
waiver of fiduciary duties otherwise provided for in the LLC
Agreement), shall be obligated to (x) comply with the Federal
securities laws and the rules and regulations promulgated thereunder
and (y) cooperate with NYSE Amex pursuant to its regulatory authority
and the provisions of the LLC Agreement and with the SEC. Furthermore,
each director must take into consideration whether his or her actions
would cause the Options Exchange or the Company to engage in conduct
that fosters and does not interfere with NYSE Amex's or the Company's
ability to carry out their respective responsibilities under the Act
and to prevent fraudulent and manipulative acts and practices, promote
just and equitable principles of trade, foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, 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.
    As further provided in Section 8.1(m) of the LLC Agreement, NYSE
Amex must receive notice of planned or proposed changes to the Company
(but not to include changes relating solely to non-market matters) or
the Options Exchange and NYSE Amex must not object affirmatively to
such changes prior to implementation, not inconsistent with the LLC
Agreement. NYSE Amex, in the performance of its obligations as the SRO
for the Options Exchange, shall following receipt of such notice and
without undue delay, notify the Company whether or not it has any
objection to such a change based on the potential for such change to
give rise to a Regulatory Deficiency (as defined below). In the event
that NYSE Amex, in its sole discretion, determines that such planned or
proposed changes to the Company or the Options Exchange could cause a
Regulatory Deficiency if implemented, NYSE Amex may direct the Company
to, and the Company shall, modify the planned or proposed changes as
necessary to ensure that it does not cause a Regulatory Deficiency. In
the event that NYSE Amex, in its sole discretion, determines that a
Regulatory Deficiency exists or is planned, NYSE Amex may direct the
Company to, and the Company shall, undertake such modifications to the
Company (other than as to non-market matters) as are necessary or
appropriate to eliminate or prevent the Regulatory Deficiency and allow
NYSE Amex to perform and fulfill its regulatory responsibilities under
the Act.
    A ``Regulatory Deficiency'' is defined in the LLC Agreement as the
operation of the Options Exchange or the Company (in connection with
matters other than non-market matters) in a manner that is not
consistent with any Regulatory Matters Provision, the rules of NYSE
Amex, as amended from time to time, or the Federal securities laws and
the rules and regulations promulgated thereunder, applicable to the
Exchange or NYSE Amex options trading permit holders, or that otherwise
impedes NYSE Amex's ability to regulate the Options Exchange or NYSE
Amex options trading permit holders or to fulfill its obligations under
the Act as a SRO.
    Section 8.1(n) of the LLC Agreement states that NYSE Euronext has
developed corporate compliance policies that govern the conduct of its
employees, officers, and directors and the employees, officers, and
directors of its affiliates. The Board will adopt these policies on the
effective date of the LLC Agreement, but these policies shall not apply
to directors, alternate directors or observers to the Board appointed
by a Founding Firm except as described in Sections 8.1(n)(ii) and
8.1(n)(iii) of the LLC Agreement (as described below). These policies
(except for their application to directors, alternate directors or
observers to the Board appointed by a Founding Firm) may be revised
from time to time by NYSE Euronext, provided that the personal trading
policy referred to in Section 8.1(n)(ii) of the LLC Agreement, as it
applies to directors, alternate directors and observers to the Board
appointed by a Founding Firm, may only apply to stock and other
securities issued by NYSE Euronext and its affiliates. Any such revised
policies will be promptly provided to the Company. Subject to
applicable law, all employees, officers, and directors (other than
directors, alternate directors and observers to the Board appointed by
a Founding Firm) of the Company or its affiliates will be expected to
comply with these policies, except as described in Sections 8.1(n)(ii)
and 8.1(n)(iii) of the LLC Agreement. Section 8.1(n)(ii) of the LLC
Agreement provides that the personal trading policy of NYSE Euronext,
including any modifications or revisions thereto, shall apply to
directors, alternate directors, and observers to the Board appointed by
the Founding Firms solely in their personal capacities and not in such
a director's capacity as an employee of any Founding Firm. Section
8.1(n)(iii) of the LLC Agreement provides for a representation by NYSE
Euronext that it has obtained a waiver by the audit committee of the
board of directors of NYSE Euronext exempting the directors, alternate
directors and observers to the Board appointed by the Founding Firms
from all of its corporate compliance policies (other than its personal
trading policy, as and to the extent described in Section 8.1(n)(ii)).
    Section 8.1(o) of the LLC Agreement provides that NYSE Euronext or
one of its affiliates has the right to conduct audits of all operations
of the Company. The NYSE Euronext internal audit group will have access
to all records and employees of the Company and will determine which
audits to conduct and the timetable for such work. Any such audit will
be considered in a manner consistent with the NYSE Euronext audit group
charter, which mandates the independent role of the group and which is
approved by the NYSE Euronext Audit Committee. If the Company engages
an external party to conduct an audit, the NYSE Euronext audit group
will have the right to review with the external party the nature and
extent of the work and any resulting report and supporting written work
product. NYSE Euronext will bear all of the costs and expenses incurred
by the Company and its representatives related

to the exercise of its rights pursuant to this paragraph.
    Pursuant to Section 11.8(a) of the LLC Agreement, beginning after
SEC approval of the LLC Agreement, the Company shall provide the SEC
with written notice ten (10) days prior to the closing date of any
acquisition of an Interest by a person or entity that results in a
Member's ownership of Common Interests, alone or together with any
affiliate, meeting or crossing the threshold level of five percent (5%)
or the successive five percent (5%) ownership levels of ten percent
(10%) and fifteen percent (15%) of the aggregate Common Interests.
    Section 11.8(b) of the LLC Agreement establishes certain
requirements regarding direct ownership of the Company. Beginning after
SEC approval of the LLC Agreement, no person or entity that is not a
Member as of the effective date of the LLC Agreement, either alone or
together with its affiliates, at any time, may directly own Common
Interests that would result in such person or entity having ownership
of Common Interests representing more than the 19.9% Maximum Percentage
or any successive five percent (5%) ownership threshold (i.e., 24.9%,
29.9%, etc) (the ``Concentration Limitation''). The Concentration
Limitation shall apply to each person or entity (other than NYSE Amex
alone or together with its affiliates, as applicable) unless and until:
(A) Such person or entity has delivered to the Board a notice in
writing, not less than forty-five (45) days (or such shorter period as
the Board shall expressly consent to) prior to the acquisition of any
Common Interests that would cause such person or entity (either alone
or together with its affiliates) to exceed the Concentration
Limitation, of such person or entity's intention to acquire such Common
Interests; (B) such notice has been filed with, and approved by, the
SEC under Section 19(b) of the Act and has become effective thereunder;
and (C) the Board has not determined to oppose such person or entity's
acquisition of such Common Interests.
    Pursuant to Section 11.8(b)(iii) of the LLC Agreement, the Board
shall oppose an ownership of Common Interests by a person or entity if
the Board shall have determined, in its sole discretion, that (A) such
ownership of Common Interests by the person or entity, either alone or
together with its affiliates, will impair the ability of the Company
and the Board to carry out their functions and responsibilities,
including but not limited to, under the Act, or is otherwise not in the
best interests of the Company; (B) such ownership of Common Interests
by the person or entity, either alone or together with its affiliates,
will impair the ability of the SEC to enforce the Act; (C) the person
or entity or its affiliates are subject to any applicable ``statutory
disqualification'' (within the meaning of Section 3(a)(39) of the Act);
or (D) if such Common Interests would result in the person or entity
(alone or together with its affiliates) having an ownership interest of
more than twenty percent (20%) of the aggregate Common Interests and
the person or entity or one of its affiliates is either a ``member'' or
``member organization'' of NYSE Amex (as defined in the rules of NYSE
Amex, as such rules may be in effect from time to time). In making a
determination pursuant to clause (C) of the preceding paragraph, the
Board may impose such conditions and restrictions on the person or
entity and its affiliates owning any Common Interests as the Board may
in its sole discretion deem necessary, appropriate or desirable in
furtherance of the objectives of the Act and the governance of the
Company.
    Section 11.8(c) of the LLC Agreement establishes certain
requirements regarding NYSE Amex's ownership of the Company. Beginning
after SEC approval of the LLC Agreement, the aggregate percentage of
Common Interests held by NYSE Amex and its affiliates, as applicable,
shall not decline below fifteen percent (15%) unless and until: (A)
NYSE Amex has delivered to the Board a notice in writing, not less than
forty-five (45) days (or such shorter period as the Board shall
expressly consent to) prior to the transfer of any Common Interests
that would result in such a decline, of NYSE Amex's intention to
transfer such Common Interests; and (B) such notice has been filed
with, and approved by, the SEC under Section 19(b) of the Act and has
become effective thereunder.
    Section 11.8(d) of the LLC Agreement establishes certain
requirements regarding indirect ownership of the Company. Except as
described in the last sentence of this paragraph, a ``Controlling
Person'' (defined as a person or entity that, alone or together with
any affiliate, owns a Controlling Interest in a Member, where a
``Controlling Interest'' means the direct or indirect ownership of 25%
or more of the total voting power of that Member by any person or
entity, alone or together with any affiliate) will be required to
execute, and the relevant Member shall take such action as is necessary
to ensure that each of its Controlling Persons executes, an amendment
to the LLC Agreement upon establishing a Controlling Interest in any
Member that, alone or together with any affiliate, holds an ownership
interest in the Company equal to or greater than 20% of the aggregate
Common Interests. In such an amendment, the Controlling Person must
agree (A) to become a party to the LLC Agreement and (B) to abide by
all the provisions of the LLC Agreement relating to regulatory matters.
Notwithstanding the foregoing, a person or entity will not be required
to execute an amendment to the LLC Agreement pursuant to Section
11.8(d) of the LLC Agreement if the person or entity does not, directly
or indirectly, hold any interest in a Member.
    Beginning after SEC approval of the LLC Agreement, any amendment to
the LLC Agreement executed pursuant to Section 11.8(d) of the LLC
Agreement is subject to the rule filing process pursuant to Section 19
of the Act. The non-economic rights and privileges, including all
voting rights, of the Member in which a Controlling Interest is held
under the LLC Agreement and the Act will be suspended until such time
as the amendment executed pursuant to Section 11.8(d) of the LLC
Agreement has become effective pursuant to Section 19 of the Act or the
Controlling Person no longer holds a Controlling Interest in the
Member.
    Section 13.2(c) of the LLC Agreement requires the books and records
of the Company to be subject at all times to inspection and copying by
the SEC and NYSE Amex at no additional charge to the SEC or NYSE Amex.
The books, records, premises, officers, directors, agents and employees
of the Company shall be deemed the books, records, premises, officers,
directors, agents and employees of NYSE Amex for purposes of and
subject to oversight pursuant to the Act. To the extent related to the
Company's business, the books, records, premises, officers, directors,
agents and employees of each Member will be deemed the books, records,
premises, officers, directors, agents and employees of NYSE Amex for
purposes of and subject to oversight pursuant to the Act.
    Section 16.1 of the LLC Agreement provides requirements regarding
regulatory approvals and compliance. Section 16.1(a) provides that so
long as the Options Exchange is a facility of NYSE Amex, in the event
that NYSE Amex, in its sole discretion, determines that any action,
transaction or aspect of an action or transaction, is necessary or
appropriate for, or interferes with, the performance or fulfillment of
NYSE Amex's regulatory functions, its responsibilities under the Act or
as specifically required by the SEC, NYSE Amex shall have the sole and
exclusive authority to direct that any such

required, necessary or appropriate action, as it may determine in its
sole discretion, be taken or transaction be undertaken by or on behalf
of the Company without regard to the vote, act or failure to vote or
act by any other party in any capacity.\18\
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    \18\ Nothing contained in the LLC Agreement or the Members
Agreement limits the ability of NYSE Amex, in its capacity as an
SRO, (i) to take any action or to direct the taking of any action
that it determines is necessary or appropriate for the performance
or fulfillment of its obligations as an SRO or (ii) to direct that
an action that it determines interferes with the performance or
fulfillment of its obligations as an SRO not be taken.
---------------------------------------------------------------------------

    Pursuant to Section 16.1(b) of the LLC Agreement, the Company will
use commercially reasonable efforts to obtain such regulatory
approval(s) as may be necessary for the Company to engage in its
business on such schedule as shall be reasonably determined by the
Board to be in the best interests of the Company. The Founding Firms
will agree to cooperate with the Company as reasonable and necessary to
obtain and maintain all regulatory approvals.
    Section 16.1(d) of the LLC Agreement provides that the Company,
NYSE Euronext, NYSE Group, each Member, and the officers, directors,
agents, and employees of the Company, NYSE Euronext, NYSE Group and
each Member irrevocably submit to the jurisdiction of the U.S. Federal
courts, the SEC and NYSE Amex (in its capacity as an SRO) for purposes
of any suit, action or proceeding pursuant to U.S. Federal securities
laws, and the rules and regulations promulgated thereunder, arising out
of, or relating to, activities of the Company and agree to waive, and
not to assert by way of motion, as a defense or otherwise in any such
suit, action or proceeding, any claims that they are not personally
subject to the jurisdiction of the SEC, that the suit, action or
proceeding is an inconvenient forum or that the venue of the suit,
action or proceeding is improper, or that the subject matter thereof
may not be enforced in or by such courts or agency.
    Section 16.1(e) of the LLC Agreement provides that the Company,
NYSE Euronext, NYSE Group, each Member, and the officers, directors,
agents, and employees of the Company, NYSE Euronext, NYSE Group and
each Member agree to comply with the Federal securities laws and the
rules and regulations promulgated thereunder and to cooperate with NYSE
Amex pursuant to its regulatory authority and the provisions of the LLC
Agreement and with the SEC; and to engage in conduct that fosters and
does not interfere with the Company's and NYSE Amex's ability to
prevent fraudulent and manipulative acts and practices; to promote just
and equitable principles of trade; to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in, securities; to remove impediments to and perfect the mechanisms of
a free and open market and a national market system; and, in general,
to protect investors and the public interest.
    Section 16.1(f) of the LLC Agreement provides that the Company,
NYSE Euronext, NYSE Group and each Member shall take such action as is
necessary to ensure that the officers, directors, agents, and employees
of the Company, NYSE Euronext, NYSE Group and such Member who are
involved in the activities of the Company or the Options Exchange, with
respect to their activities relating to the Company or the Options
Exchange, consent in writing to the application to them of Section
13.2(c) of the LLC Agreement relating to inspection of books and
records for purposes of oversight pursuant to the Act; Section 16.1(d)
of the LLC Agreement relating to submission to the jurisdiction of the
U.S. Federal courts, the SEC and NYSE Amex (in its capacity as an SRO)
and waiver of certain legal claims; Section 16.1(e) of the LLC
Agreement relating to the matters described in the immediately
preceding paragraph; the last sentence of Section 8.1(d)(iv) of the LLC
Agreement and Section 8.1(m)(i) of the LLC Agreement relating to each
director's compliance with Federal securities laws and the rules and
regulations thereunder and cooperation with NYSE Amex pursuant to its
regulatory authority and with the SEC; Section 8.1(m)(ii) of the LLC
Agreement relating to NYSE Amex's authority and responsibility to
eliminate or prevent Regulatory Deficiencies; Section 14.1(i) of the
LLC Agreement relating to the prompt return of certain confidential
information to the other Members who disclosed it; as applicable, with
respect to their activities relating to the Company upon the
dissolution or termination of the Company; and Section 14.1(j) of the
LLC Agreement relating to the confidentiality of all Confidential
Information (as defined below) pertaining to the self-regulatory
function of NYSE Amex.

Volume-Based Equity Plan \19\
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    \19\ It is the Exchange's view that the Plan does not constitute
a proposed rule change within the meaning of Section 19(b)(1) of the
Act and Rule 19b-4 thereunder.
---------------------------------------------------------------------------

    Pursuant to Section 2.1 of the Members Agreement, for an initial
period of five (5) years and three (3) months, each Founding Firm will
have to satisfy certain minimum volume requirements. Under the Plan,
for each measurement period, the Company will issue Annual Incentive
Shares. Each Founding Firm will be entitled to receive, for no
additional consideration, a portion of the Annual Incentive Shares such
that it dilutes, maintains or increases its equity interest in the
Company (relative to the other Founding Firms) based on the degree to
which the Founding Firm has failed to achieve, achieved or exceeded its
``Individual Target'' during the measurement period. A Founding Firm's
Individual Target will be its pro rata portion of an aggregate Founding
Firm target contribution to the annual volume of the Options Exchange.
This pro rata calculation will be performed once, based on the Founding
Firm's holdings of Class B Common Interests relative to the other
Founding Firms at the time the Company is formed and will not change as
a Founding Firm's equity holdings fluctuate as a result of the Plan.
The Plan will not affect the equity holdings of NYSE Amex and the Plan
will not increase or decrease the aggregate equity interest of the
Founding Firms relative to NYSE Amex.
    The Annual Incentive Shares not allocated to one or more Founding
Firms by virtue of each such Founding Firm failing to achieve its
respective Individual Target will be either partially or fully
reallocated among those Founding Firms that exceed their respective
Individual Targets.
    The Company will not allocate Annual Incentive Shares to a Founding
Firm if such allocation would result in the Founding Firm holding
Common Interests in excess of the 19.9% Maximum Percentage or the
Alternate Maximum Percentage. Rather, the Company will allocate such
Annual Incentive Shares at the direction of the affected Founding Firm
or, if the Founding Firm is prohibited from directing the allocation of
these Annual Incentive Shares, at the direction of a Supermajority Vote
of the Board.
    Pursuant to Section 2.2 of the Members Agreement, Annual Incentive
Shares that are not allocated (or reallocated) as described above will
be included in a pool of undistributed Annual Incentive Shares. The
Board will, in its discretion, determine whether and how to dispose of
this pool of undistributed Annual Incentive Shares; provided that (i)
NYSE Amex will work in good faith with Founding

Firms that achieve their respective Individual Targets in determining
whether and how to distribute this pool and (ii) the Company will be
obligated to dispose of this pool within eighteen (18) months unless
otherwise agreed by a Supermajority Vote of the Board.

Confidentiality

    Article XIV of the LLC Agreement contains provisions for the
protection of ``Confidential Information,'' which is defined in Section
14.1(a) of the LLC Agreement as any confidential information (i)
relating to the Company or any Member, or the business, financial
structure, financial position or financial results, clients or affairs
of the Company or any Member or (ii) that is provided to any Member or
the Company or their representatives or to which the Company or any
Member or their representatives has access as a result of the LLC
Agreement, activities conducted pursuant to or in connection with the
LLC Agreement or activities conducted by the Company or on behalf of
the Company that is either (x) marked as confidential, (y) the
disclosing party informs the receiving party at or prior to the time of
disclosure is confidential or (z) should be reasonably understood by
the receiving party to be confidential. Certain exceptions are provided
for information that is otherwise publicly available; was previously
known to the receiving party; was received by the receiving party from
a source lawfully having possession of such information and the right
to disclose it; is released or disclosed to the public by the
disclosing party; or is independently developed by the receiving party.
When the Company or any Member or its representative directly or
indirectly receives Confidential Information, or access to it, from
another person or entity, Section 14.1(b) of the LLC Agreement requires
that the receiving party will not directly or indirectly (i) disclose
any of the Confidential Information to any third party except as
specifically permitted by the LLC Agreement or (ii) use any of the
Confidential Information for any purpose except as specifically
permitted by the LLC Agreement or otherwise required to conduct the
activities contemplated by the LLC Agreement.
    Section 14.1(c) of the LLC Agreement requires the party receiving
Confidential Information to take all reasonable precautions and
actions, which must be at least the same precautions and actions as the
receiving party takes to prevent the disclosure of its own comparable
confidential information, to prevent the disclosure to third parties of
the Confidential Information of the disclosing party, or any part of
it, and to ensure that the receiving party's representatives comply
with Article XIV of the LLC Agreement.
    Notwithstanding the foregoing, Section 14.1(e) of the LLC Agreement
provides that a receiving party or its affiliates may provide the
Confidential Information to those third parties who have a legitimate
``need to know'' if specifically permitted by the LLC Agreement. Other
exceptions to non-disclosure requirements are provided in the case of
(i) information that is required to be filed with any governmental
authority or SRO, (ii) information that is requested by a governmental
authority or SRO having regulatory authority over the receiving party
or its affiliates or (iii) a determination by the receiving party in
its sole discretion that it is necessary or appropriate to provide such
Confidential Information to a governmental authority or SRO. Additional
exceptions are provided for information (a) required by an auditor for
the purpose of an audit, (b) necessary in connection with any tax
return, (c) provided to a lender, professional adviser, vendor or
service provider for a bona fide business purpose (subject to customary
restrictions on further disclosure or use), (d) provided to a third
party to which the receiving party sells or offers to sell its Interest
or any part thereof (if the third party has agreed in writing to be
bound by confidentiality obligations at least as protective of the
disclosing party as the provisions of Article XIV of the LLC
Agreement), or (e) reasonably necessary in connection with the
enforcement or defense of any rights or remedies under the LLC
Agreement or arising out of the transactions contemplated thereby or
the related transaction documents.
    Section 14.1(i) of the LLC Agreement provides that the
confidentiality obligations in Article XIV of the LLC Agreement will be
effective from the effective date of said agreement and will continue
to apply (A) with respect to the Company, after dissolution or
termination of the Company pursuant to Article XII of the LLC Agreement
for a period of three (3) years, (B) with respect to any Member, for a
period of three (3) years after the date on which such Member ceases to
be a Member of the Company and (C) with respect to NYSE Euronext, for a
period of three (3) years after the date on which NYSE Amex ceases to
be a Member of the Company. Section 14.1(i) also contains requirements,
with exceptions, for the prompt return of Confidential Information to
the disclosing party upon written request, or the prompt destruction
(with prior written consent) of such Confidential Information by the
party that received it, upon the effective date of dissolution or
termination of the Company.
    Pursuant to Section 14.1(j) of the LLC Agreement, all Confidential
Information pertaining to the self-regulatory function of NYSE Amex
(including but not limited to disciplinary matters, trading data or
information about trading practices and audit information) contained in
the books and records of the Company shall: (i) Not be made available
to any persons or entities other than to those officers, directors,
employees and agents of the Company that have a reasonable need to know
the contents thereof; (ii) be retained in confidence by the Company and
its officers, directors, employees and agents; and (iii) not be used
for any non-regulatory purposes. This provision shall not limit a
Founding Firm's ability to use its own trading data.
    Section 14.1(k) of the LLC Agreement states that nothing in the LLC
Agreement shall be interpreted to limit or impede the rights of the SEC
or NYSE Amex to access and examine confidential information of the
Company pursuant to U.S. Federal securities laws and the rules and
regulations promulgated thereunder, or, subject to the notice
requirements of Section 14.1 of the LLC Agreement, to limit or impede
the ability of a member of the Board, Member, officer, director, agent
or employee of a Member or of the Company to disclose confidential
information of the Company to the SEC or NYSE Amex.

Amendment

    Unless the contrary is otherwise specifically stated in the LLC
Agreement, the LLC Agreement and the Members Agreement may be amended
by Supermajority Vote of the Board; provided, that: (i) Section
8.1(d)(ii) of the LLC Agreement relating to the designation of
directors by Founding Firms and Article XIV of the LLC Agreement
relating to confidentiality may not be materially amended, Section 13.8
of the LLC Agreement relating to restrictions on foreign operations and
Section 3.1 of the Members Agreement relating to the transfer of
Interests may not be amended, without the prior written consent of each
Member; (ii) any amendment that would have a disproportionate, material
and adverse effect on the rights of one or more Members (other than
amendments of the type described in clause (iii) below) shall require
such Member's prior written consent; (iii) any amendment

that would have a material adverse effect on the rights of the Members
of a class of Interests (irrespective of whether such amendment has a
material adverse effect on the rights of NYSE Amex) shall require the
prior written consent of Members (other than NYSE Amex) representing
two thirds (\2/3\) of the Interests held by such Members; (iv) any
amendment that would impose a new and material obligation or liability
applicable by its terms to any Member or materially increase any
existing material obligation or liability of any Member shall require
the prior written consent of such Member and (v) any matter specified
in the LLC Agreement as subject to agreement by the Members may be
modified by Supermajority Vote of the Board if so agreed by the
Members, provided that this clause (v) does not apply to the matters
addressed in clause (i) above and the application of this clause (v)
shall nevertheless be subject to the application of clauses (ii), (iii)
and (iv) above. Notwithstanding any of the foregoing, for so long as
the Company operates a facility of NYSE Amex or a successor of NYSE
Amex that is an SRO, any proposed amendment or repeal of any provision
of the LLC Agreement or Members Agreement shall be submitted to the
board of directors of NYSE Amex and, if such amendment or repeal is
required under Section 19 of the Act and the rules promulgated
thereunder, to be filed with, or filed with and approved by, the SEC
before such amendment or repeal may be effective, then such amendment
or repeal shall not be effective until filed with, or filed with and
approved by, the SEC, as the case may be.

Redactions to the Members Agreement

    Certain information in the Members Agreement has been redacted in
order to preserve the confidentiality of commercially sensitive
information. The redacted provisions are limited to (i) numerical
dollar amounts and percentage thresholds, (ii) commercially sensitive
terms and provisions related to the calculation of ``Fair Market
Value'' and (iii) certain competitive information.

Regulation

    NYSE Regulation, Inc. (``NYSE Regulation''), an indirect wholly-
owned subsidiary of NYSE Euronext, and the Exchange entered into a
regulatory services agreement (an ``RSA'') dated October 1, 2008
pursuant to which NYSE Regulation performs all of the Exchange's
regulatory functions on the Exchange's behalf. However, certain of
these member and market regulatory functions, which include
surveillance, examination, investigation and related disciplinary
functions, are performed by FINRA pursuant to a June 14, 2010 RSA among
FINRA, NYSE Group, Inc., New York Stock Exchange LLC, NYSE Regulation,
NYSE Arca, Inc. and the Exchange. FINRA and the Exchange have also
entered into an allocation agreement pursuant to Section 17(d)(1) of
the Act, and Rule 17d-2 thereunder, whereby FINRA assumed regulatory
responsibility for specified rules that are common to FINRA and the
Exchange and for common members. Because the Options Exchange is a
facility of the Exchange, FINRA performs the applicable regulatory
functions and responsibilities with respect to activity on or through
the Options Exchange, including both general regulatory functions, as
noted above, and targeted regulatory reviews as applicable.
    Pursuant to the RSA between NYSE Regulation and the Exchange, NYSE
Regulation exercises oversight, on behalf of the Exchange, of FINRA's
performance of the regulatory functions performed by FINRA as described
above. NYSE Regulation also has responsibilities with respect to the
Options Exchange for rule interpretation, regulatory policy and
participation in rule development. NYSE Regulation periodically reports
on regulatory matters to the board of directors of the Exchange, which
has appointed a Chief Regulatory Officer (``CRO'') who is also the
Chief Executive Officer of NYSE Regulation. The Exchange does not have
a regulatory oversight committee of the board, but the CRO is also an
officer of the Exchange, and in that capacity is charged with reporting
on regulatory matters to the Exchange board. Notwithstanding the
foregoing, the Exchange will still retain ultimate legal responsibility
for the performance of all of its regulatory obligations as an SRO,
including with respect to the Options Exchange, as well as the ability
to take action as required to meet that responsibility.
    The board of directors of the Exchange currently consists of five
(5) directors, a majority of whom are required to be individuals
domiciled in the U.S. who are classified as independent members of the
NYSE Euronext board of directors. At least twenty percent of the
Exchange's directors (currently one individual) must be ``non-
affiliated'' directors who are not members of the NYSE Euronext board
of directors and need not be independent under the independence
requirements of NYSE Euronext. Any required non-affiliated directors of
the Exchange are nominated and elected through a process designed to
ensure fair representation of members of the Exchange on the Exchange's
board. The Exchange does not have any committees of its board that
perform functions relating to audit, governance and compensation.
Instead, such functions are performed for the Exchange by related
committees of the NYSE Euronext board of directors that are comprised
solely of NYSE Euronext directors who meet the independence
requirements of NYSE Euronext.
    Decisions on the listing of options that will trade on the Options
Exchange will be made by the business side at the Exchange in
accordance with the Exchange's rules. The business side will also
continue to be responsible for new product development, participation
in rule development, strategic analysis, administering Exchange
programs, business development and client outreach.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
Section 6(b) \20\ of the Act,\21\ in general, and furthers the
objectives of Section 6(b)(1) \22\ of the Act, which requires a
national securities exchange to be so organized and have the capacity
to carry out the purposes of the Act and to comply, and to enforce
compliance by its members and persons associated with its members, with
the provisions of the Act. The proposed rule change does not modify the
Option Exchange's trading or compliance rules and preserves the
existing mechanisms for ensuring the Exchange's compliance with the
Act. The structure of the proposed joint venture maintains NYSE Amex's
regulatory control over the Options Exchange and includes provisions
specifically designed to ensure the independence of its self-regulatory
function and to ensure that any regulatory determinations by NYSE Amex,
as SRO, are controlling with respect to the actions and decisions of
the Options Exchange.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78.
    \22\ 15 U.S.C. 78f(b)(1).
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    Additionally, the LLC Agreement requires the Company, its Members
and its directors to comply with the Federal securities laws and the
rules and regulations promulgated thereunder and to engage in conduct
that fosters and does not interfere with the Exchange's or the
Company's ability to carry out its respective responsibilities under
the Act.
    The Exchange believes the proposed rule change is also consistent
with, and

furthers the objectives of Section 6(b)(5) \23\ of the Act, in that it
preserves all of NYSE Amex's existing rules and mechanisms 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.
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    \23\ 15 U.S.C. 78f(b)(5).
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    Furthermore, by establishing a new corporate structure for the
Company that includes new owners and a new governance structure, the
Exchange believes the proposed rule change will increases [sic] the
breadth of representation in the governance of the Options Exchange to
include buy side, principal trading and sell side representatives. The
increased representation of different market constituencies in the
governance of the Options Exchange will foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, will contribute to the identification of opportunities for
innovation and will enhance competition.
    Finally, the Exchange believes that the proposed rule change
accomplishes the goals of Section 6(b) of the Act by improving the
quality and depth of the listed options market. Specifically, with the
approval of this proposed rule change, Members will have an incentive,
through equity ownership, to offer an options market that provides
products, services and fees that are competitive with those of other
options markets. Moreover, given the substantial options experience and
resources of the Members, the approval of this proposed rule change
will provide the opportunity for enhanced liquidity and price discovery
for the Options Exchange, thereby creating the opportunity for better-
priced executions for options investors. A more competitive marketplace
within the Options Exchange will also foster increased competition
across all options markets with concomitant benefits to all U.S.
options investors.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.

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

    No written comments were solicited or received with respect to 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 up to 90 days (i) as the
Commission may designate 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NYSEAmex-2011-18 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-NYSEAmex-2011-18. 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, 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 a.m. and 3 p.m. Copies of the filing will also be
available for inspection and copying at the Exchange's principal
office. 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-
NYSEAmex-2011-18 and should be submitted on or before April 25, 2011.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-7935 Filed 4-1-11; 8:45 am]
BILLING CODE 8011-01-P