[Federal Register Volume 79, Number 28 (Tuesday, February 11, 2014)]
[Notices]
[Page 8239]
[FR Doc No: 2014-02864]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket Number FRA-2012-0021]

Petition for Waiver of Compliance

    In accordance with Part 211 of Title 49 Code of Federal
Regulations, this document provides the public notice that by a letter
dated January 16, 2014, Columbia Business Center Railroad (CBCX) has
petitioned the Federal Railroad Administration (FRA) for an extension
of its waiver of compliance from certain provisions of the Federal
hours of service laws contained at 49 U.S.C. 21103(a)(4). FRA assigned
the petition Docket Number FRA-2012-0021.
    In its petition, CBCX seeks relief from 49 U.S.C. 21103(a)(4),
which in part requires a train employee to receive 48 hours off duty
after initiating an on-duty period for 6 consecutive days.
Specifically, CBCX seeks a waiver to allow a train employee to initiate
an on-duty period, each day, for 6 consecutive days followed by 24
hours off duty. In support of its request, CBCX explained that
employees covered by the waiver work Monday through Friday, from 7:30
a.m. to 4:30 p.m., with a crew occasionally working on Saturday for 4
hours or less. CBCX also explained that all employees covered by the
waiver work well below the Federal 276-hour monthly limit, and since
the waiver was granted, no train employee has exceeded 210 hours in any
month. Finally, CBCX said that all employees covered by the waiver were
provided information about the waiver extension petition, and that
there were no objections to the waiver extension by these employees.
    A copy of the petition, as well as any written communications
concerning the petition, is available for review online at
www.regulations.gov and in person at the U.S. Department of
Transportation's (DOT) Docket Operations Facility, 1200 New Jersey
Avenue SE., W12-140, Washington, DC 20590. The Docket Operations
Facility is open from 9 a.m. to 5 p.m., Monday through Friday, except
Federal Holidays.
    Interested parties are invited to participate in these proceedings
by submitting written views, data, or comments. FRA does not anticipate
scheduling a public hearing in connection with these proceedings since
the facts do not appear to warrant a hearing. If any interested party
desires an opportunity for oral comment, they should notify FRA, in
writing, before the end of the comment period and specify the basis for
their request.
    All communications concerning these proceedings should identify the
appropriate docket number and may be submitted by any of the following
methods:
     Web site: http://www.regulations.gov. Follow the online
instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: Docket Operations Facility, U.S. Department of
Transportation, 1200 New Jersey Avenue SE., W12-140, Washington, DC
20590.
     Hand Delivery: 1200 New Jersey Avenue SE., Room W12-140,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal Holidays.
    Communications received by March 28, 2014 will be considered by FRA
before final action is taken. Comments received after that date will be
considered as far as practicable.
    Anyone is able to search the electronic form of any written
communications and comments received into any of our dockets by the
name of the individual submitting the comment (or signing the comment,
if submitted on behalf of an association, business, labor union, etc.).
See http://www.regulations.gov/#!privacyNotice for the privacy notice
of regulations.gov or interested parties may review DOT's complete
Privacy Act Statement in the Federal Register published on April 11,
2000 (65 FR 19477).

Robert C. Lauby,
Associate Administrator for Railroad Safety, Chief Safety Officer.
[FR Doc. 2014-02864 Filed 2-10-14; 8:45 am]
BILLING CODE 4910-06-P


[Federal Register: December 14, 2005 (Volume 70, Number 239)]
[Notices]
[Page 74067-74068]
[DOCID:fr14de05-109]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52914; File No. SR-CBOE-2005-98]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change Relating to Revisions to the Series 9/10 Examination
Program

December 7, 2005.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 16, 2005, the Pacific Exchange, Inc. (``CBOE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the CBOE.
CBOE has designated the proposed rule change as constituting a stated
policy, practice, or interpretation with respect to the meaning,
administration, or enforcement of an existing rule of the self-
regulatory organization pursuant to Section 19(b)(3)(A)(i) of the Act
\3\ and Rule 19b-4(f)(1) thereunder,\4\ which renders the proposal
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)(i).
    \4\ 17 CFR 240.19b-4(f)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    CBOE is filing revisions to the study outline and selection
specifications for the Limited Principal--General Securities Sales
Supervisor (Series 9/10) examination program. The proposed revisions
update the material to reflect changes to the laws, rules, and
regulations covered by the examination, as well as modify the content
of the examination program to track more closely the functional
workflow of a Series 9/10 limited principal. CBOE is not proposing any
textual changes to the Constitution or Rules of CBOE.
    The revised study outline is attached as Exhibit 3a. However, CBOE
has omitted the Series 9/10 selection specifications from this filing
and has submitted the specifications under separate cover to the
Commission with a request for confidential treatment pursuant to the
Commission's confidential treatment procedures under the Freedom of
Information Act.\5\ The text of the proposed rule change is available
on the Exchange's Web site (http://www.cboe.com), at the Exchange's

Office of the Secretary, and at the Commission.
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    \5\ 17 C.F.R. 200.83.
---------------------------------------------------------------------------

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

    In its filing with the Commission, CBOE 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. CBOE 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
    CBOE Rule 9.2 states that no member organization shall be approved
to transact options business with the public until those persons
associated with it who are designated as Options Principals have been
approved by and registered with the Exchange. CBOE Rule 9.2 further
requires successful completion of an examination prescribed by the
Exchange in order to qualify for registration as an Options Principal.
The Series 9/10 examination, an industry-wide examination, has been
designed for this purpose. The Series 9/10 examination tests a
candidate's knowledge of securities industry rules and regulations and
certain statutory provisions pertinent to the supervision of sales
activities.
    The Series 9/10 examination program is shared by CBOE and the
following SROs: The American Stock Exchange LLC, the National
Association of Securities Dealers, Inc. (``NASD''), the Municipal
Securities Rule Making Board (``MSRB''), the New York Stock Exchange,
Inc. (``NYSE''), the Pacific Exchange, Inc., and the Philadelphia Stock
Exchange, Inc.
    A committee of industry representatives, together with the staff of
CBOE and the other SROs, recently undertook a periodic review of the
Series 9/10 examination program. As a result of this review, CBOE is
proposing to update the content of the examination to cover Regulation
S-P,\6\ MSRB Rules G-37/G-38, SRO research analyst and anti-money
laundering rules, municipal fund securities (e.g., 529 college savings
plans), and exchange traded funds. CBOE is further proposing revisions
to the study outline to reflect the SEC short sale requirements. In
addition, as part of an ongoing effort to align the examination more
closely to the supervisory duties of a Series 9/10 limited principal,
CBOE is proposing to modify the content of the examination to track the
functional workflow of a Series 9/10 limited principal. Also, CBOE is
proposing to include questions related to parallel rules of NASD, the
options exchanges, the MSRB and the NYSE in the same section of the
exam.
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    \6\ 17 CFR 248.1-18; 17 CFR 248.30; and 17 CFR 248, Appendix A.
---------------------------------------------------------------------------

    As a result of the revisions, CBOE is proposing to modify the main
section headings and the number of questions on each section of the
Series 9/10 study outline as follows: Section 1--Hiring,
Qualifications, and Continuing Education, 9 questions; Section 2--
Supervision of Accounts and Sales Activities, 94 questions; Section 3--
Conduct of Associated Persons, 14 questions; Section 4--Recordkeeping
Requirements, 8 questions; Section 5--Municipal Securities Regulation,
20 questions; Section 6--Options Regulation, 55 questions. Sections 1
through 5 constitute the Series 10 portion of the examination. Section
6 constitutes the Series 9 portion of the examination. Series 10 covers
general securities and municipal securities, and Series 9 covers
options. The revised examination continues to cover the areas of
knowledge required for the supervision of sales activities.
    CBOE is proposing these changes to the entire content of the Series
9/10 examination, including the selection specifications and question
bank. The number of questions on the Series 9/10 examination will
remain at 200, and candidates will continue to have 4 hours to complete
the Series 10 portion and 1\1/2\ hours to complete the Series 9
portion. Also, each question will continue to count one point, and each
candidate must correctly answer 70 percent of the questions on each
series, 9 and 10, to receive a passing grade.

    CBOE understands that the other SROs also will file with the
Commission similar revisions to the Series 9/10 examination program.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\7\ in general, and furthers the
objectives of Section 6(b)(1) \8\ of the Act in particular, in that it
is designed to enforce compliance by Exchange members and persons
associated with its members with the rules of the Exchange. The
Exchange also believes the proposed rule change furthers the objectives
of Section 6(c)(3) \9\ of the Act, which authorizes CBOE to prescribe
standards of training, experience and competence for persons associated
with CBOE members.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(1).
    \9\ 15 U.S.C. 78f(c)(3).
---------------------------------------------------------------------------

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

    CBOE does not believe that the proposed rule change will impose any
burden on competition that is not necessary or appropriate in
furtherance of 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

    The proposed rule change has become effective pursuant to Section
19(b)(3)(A)(i) of the Act \10\ and Rule 19b-4(f)(1) thereunder,\11\ in
that the proposed rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of the self-regulatory organization.
CBOE will announce the implementation date in a Regulatory Circular to
be published no later than 60 days after SEC Notice of this filing.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A)(i).
    \11\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate 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 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-CBOE-2005-98 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.
    All submissions should refer to File Number SR-CBOE-2005-98. 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 inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the CBOE. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-CBOE-2005-98 submitted on or before January 4, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
Jonathan G. Katz,
Secretary.
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    \12\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E5-7337 Filed 12-13-05; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 81, Number 183 (Wednesday, September 21, 2016)]
[Notices]
[Page 64893]
[FR Doc No: 2016-22643]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER16-2577-000]

Lindahl Wind Project, LLC; Supplemental Notice That Initial
Market-Based Rate Filing Includes Request for Blanket Section 204
Authorization

    This is a supplemental notice in the above-referenced proceeding of
Lindahl Wind Project, LLC's application for market-based rate
authority, with an accompanying rate tariff, noting that such
application includes a request for blanket authorization, under 18 CFR
part 34, of future issuances of securities and assumptions of
liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is October 3, 2016.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
5 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for electronic review in the
Commission's Public Reference Room in Washington, DC. There is an
eSubscription link on the Web site that enables subscribers to receive
email notification when a document is added to a subscribed docket(s).
For assistance with any FERC Online service, please email
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.

    Dated: September 13, 2016.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2016-22643 Filed 9-20-16; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 80, Number 1 (Friday, January 2, 2015)]
[Notices]
[Pages 85-91]
[FR Doc No: 2014-30703]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73944; File No. SR-NSX-2014-017]

Self-Regulatory Organizations; National Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change in Connection With a Proposed
Transaction in Which National Stock Exchange Holdings, Inc. Will
Acquire Ownership of the Exchange From the CBOE Stock Exchange, LLC

December 24, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Exchange Act'' or the ``Act'') \1\ and Rule 19b-4 thereunder,\2\
notice is hereby given that, on December 16, 2014, National Stock
Exchange, Inc. (``NSX[supreg]'' or the ``Exchange'') filed with the
Securities and Exchange Commission (``SEC'' or the ``Commission'') the
proposed rule change, as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comment 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.
---------------------------------------------------------------------------

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

    The Exchange has filed proposed rule changes in connection with a
proposed transaction (the ``Transaction'') whereby National Stock
Exchange Holdings, Inc. (``NSX Holdings''), a corporation organized
under the laws of the State of Delaware,\3\ will purchase all of the
outstanding shares of NSX from the CBOE Stock Exchange, LLC (``CBSX'').
Pursuant to the Transaction, the Exchange will become a wholly-owned
subsidiary of NSX Holdings. In addition, the Exchange is proposing
that, in connection with the Transaction, the Commission approve
certain amendments in the organizational documents of NSX.
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    \3\ NSX Holdings was incorporated in the State of Delaware on
August 19, 2014.
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    To effectuate the transaction, the Exchange seeks to obtain the
Commission's approval of: The proposed Second Amended and Restated
Certificate of Incorporation of NSX Holdings; \4\ the proposed By-laws
of NSX Holdings; proposed amendments to the Exchange's current Amended
and Restated Certificate of Incorporation; \5\ and Exchange's Second
Amended By-laws.
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    \4\ The original Certificate of Incorporation for NSX Holdings
was amended on October 2, 2014 to amend the total number of shares
of common stock that NSX Holdings was authorized to issue from
10,000 shares to 100,000 shares with a par value of $0.01.
    \5\ The original Certificate of Incorporation for NSX was filed
with the Delaware Secretary of State on December 12, 2005 and was
restated on June 29, 2006. It was subsequently restated and amended
in December 2011 in connection with the acquisition of the Exchange
by CBSX.
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    The text of the proposed rule change is available on the Exchange's
Web site at http://www.nsx.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 Proposed Transaction
    Since December 2011, NSX has been wholly owned by CBSX.\6\ CBSX is
the record and beneficial owner of 100 shares of NSX, par value $.01
per share, which represents all of the issued and outstanding shares of
capital stock of NSX. Pursuant to the terms of a Stock Purchase
Agreement dated September 8, 2014 (the ``SPA'') by and among CBSX, NSX
Holdings and NSX, NSX Holdings has agreed to acquire all of the
outstanding capital stock of NSX upon the closing of the Transaction
(the ``Closing'') in return for cash consideration paid to CBSX.\7\ The
SPA provides that the Closing will occur only after all required
regulatory approvals have been obtained and all other conditions
precedent to Closing have been satisfied or waived.\8\ Following the
completion of the Transaction, NSX will remain a Delaware for-profit
stock corporation, with authority to issue 1,000 shares of common
stock. At all times, all of the outstanding stock of NSX shall be owned
by NSX Holdings.
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    \6\ The acquisition of NSX by CBSX was approved by the
Commission in December 2011. See Exchange Act Release No. 66071
(December 29, 2011), 77 FR 521 (January 5, 2012) (SR-NSX-2011-14 and
SR-CBOE-2011-107).
    \7\ CBSX is partially owned by the Chicago Board Options
Exchange, Incorporated (``CBOE'') and operated as a facility of
CBOE. Pursuant to a rule amendment filed with the Commission, CBSX
ceased trading operations as of the close of business on April 30,
2014. See Exchange Act Release No. 71880 (April 4, 2014), 79 FR
19950 (April 10, 2014) (SR-CBOE-2014-036).
    \8\ Conditions precedent to Closing are formal requirements set
forth in the SPA that must be satisfied or waived on or prior to the
Closing date. These conditions include the completion of all
required filings with or notices to, and all approvals,
authorizations and actions by, the SEC, the Financial Industry
Regulatory Authority, the Secretary of State of the State of
Delaware and other applicable governmental entities and regulatory
bodies necessary to effect the completion of the Transaction;
compliance by each party with specified representations, warranties
and covenants, and receipt of necessary approvals by each party.
---------------------------------------------------------------------------

    NSX will remain registered as a national securities exchange under
Section 6 of the Act \9\ and a self-regulatory organization (``SRO'')
as defined in Section 3(a)(26) of the Act.\10\ The Exchange plans to
reopen its marketplace for the trading of equity securities as soon as
practicable after the Closing and plans to operate the Exchange
pursuant to the rules of the Exchange currently in effect and using the
Exchange's existing trading system; however, the re-opening of the
Exchange marketplace is subject to additional rule changes filed with
the Commission and such rule changes being approved or becoming
effective.\11\ NSX's Rules, all of which remain in full force and
effect as of the date of the instant rule filing, will continue to
govern the activities of NSX up to and after the Closing, and NSX will
continue to discharge its SRO responsibilities pursuant to NSX's
registration under Section 6 of the Act.\12\ NSX Holdings represents
that, assuming consummation of the Transaction, it will at all times
ensure that the Exchange has access to financial resources sufficient
for it to discharge its SRO responsibilities after the date of Closing.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78c(a)(26).
    \11\ Pursuant to a rule filing with the Commission, the Exchange
ceased trading operations as of the close of business on May 30,
2014. See Exchange Act Release No. 72107 (May 6, 2014), 79 FR 27017
(May 12, 2014) (SR-NSX-2014-14). NSX Rules continue to remain in
full force and effect through and after May 30, 2014. The rule
filing stated that the Exchange shall file a proposed rule change
pursuant to Rule 19b-4 of the Exchange Act prior to any resumption
of trading on the Exchange pursuant to Chapter XI (Trading Rules) of
the NSX Rules.
    \12\ Id. The Exchange will also continue to adhere to the
Undertakings in the Commission's 2005 Order Instituting
Administrative and Cease-and-Desist Proceedings Pursuant to Sections
19(h) and 21C of the Securities Exchange Act of 1934, Making
Findings, and Imposing Sanctions, including those Undertakings
related to a Regulatory Oversight Committee and the separation of
the regulatory functions from the commercial interests of NSX. See
Securities Exchange Act Release No. 51714 (May 19, 2005).
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    Currently, NSX has one affiliated entity, NSX Securities LLC (``NSX
Securities''). Pursuant to Exchange Rule 2.11(a), NSX Securities
provides the outbound routing of orders from the Exchange to other
trading centers. NSX Securities operates as a facility (as defined in
Section 3(a)(2) of the Exchange Act) \13\ of NSX. An SRO unaffiliated
with the Exchange carries out oversight and enforcement
responsibilities as the designated examining authority designated by
the Commission pursuant to Section 17d-1 of the Act \14\ with the
responsibility for examining NSX Securities for compliance with the
applicable financial responsibility rules. As provided in Exchange Rule
2.11(a)(3), an ETP Holder's use of NSX Securities to route orders to
another trading center will be optional; any ETP Holder that does not
want to use NSX Securities may use other routers to route orders to
other trading centers.
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    \13\ 15 U.S.C. 78c(a)(2).
    \14\ 15 U.S.C. 78q(d)(1).
---------------------------------------------------------------------------

    Further as provided in Exchange Rule 2.11(b), the books, records,
premises, officers, agents, directors and employees of NSX Securities
as a facility of the Exchange are deemed to be those of the Exchange
for purposes of, and oversight pursuant to the Exchange Act, and the
books and records of NSX securities as a facility of the Exchange are
at all times subject to inspection and copying by the Exchange and by
the Commission.
    The Exchange states that, upon the Closing of the Transaction, all
of the provisions of Rule 2.11 governing the operation of NSX
Securities will remain in full force and effect, and the sole change
impacting NSX Securities will be the change of ownership of the
Exchange as the NSX Securities' sole affiliate. The Exchange, on behalf
of NSX Securities, will provide notice to, and obtain any required
consents from, FINRA for the NSX change of ownership.
    NSX has submitted to the Commission for its approval (i) a proposed
Second Amended and Restated Certificate of Incorporation for NSX
Holdings (the ``NSX Holdings A&R Certificate''); (ii) proposed By-laws
of NSX Holdings (the ``NSX Holdings By-laws''); (iii) the proposed
Second Amended and Restated Certificate of Incorporation of NSX (the
``NSX A&R Certificate''); and (iv) the proposed Third Amended and
Restated NSX By-laws (the ``NSX A&R By-laws''), which are proposed to
be adopted or amended as described below.
The NSX Holdings A&R Certificate and NSX Holdings By-Laws
    The instant filing seeks Commission approval for the NSX Holdings
A&R Certificate and for the NSX Holdings By-laws. The key provisions of
these organizational documents impacting the governance of NSX Holdings
and its status as the holding company of NSX are described below.
    First, as proposed, the total number of shares which the NSX
Holdings is authorized to issue is 100,000 shares of common stock with
a par value of $0.01. The NSX Holdings A&R Certificate carries forward
the authorized share amount contained in the October 2, 2014, amendment
to the Certificate of

Incorporation for NSX Holdings.\15\ At present, NSX Holdings plans to
issue 10,000 shares of common stock.
---------------------------------------------------------------------------

    \15\ NSX Holdings A&R Certificate, Article Fourth.
---------------------------------------------------------------------------

NSX Holdings Ownership and Voting
    Ownership of NSX Holdings as the new holding company of NSX will be
divided among two categories of shareholders. The largest category is
comprised of 12 individual investors who, in the aggregate, own
approximately 64% of the outstanding shares of NSX Holdings.\16\ At
Closing, one individual investor may own in the aggregate more than 40%
of the outstanding shares of NSX Holdings. Four of these 12 individual
investors in NSX Holdings, owning in the aggregate approximately 60% of
the outstanding shares, are securities industry and technology
professionals with extensive experience, including senior executive
managerial experience, in areas including capital markets and
investment management, exchange operations, electronic trading, and
systems architecture and development.\17\ The Exchange anticipates that
these four individuals will assume senior executive roles in the
Exchange's management upon the completion of the Transaction.
---------------------------------------------------------------------------

    \16\ Pursuant to Rule 6a-2 under the Act, the Exchange will,
within 10 days after the Closing, amend its Form 1 (APPLICATION FOR,
AND AMENDMENTS TO APPLICATION FOR, REGISTRATION AS A NATIONAL
SECURITIES EXCHANGE OR EXEMPTION FROM REGISTRATION PURSUANT TO
SECTION 5 OF THE EXCHANGE ACT) filed with the Commission. Exhibit K
of Form 1, which is applicable only to ``. . . exchanges that have
one or more owners, shareholders, or partners that are not also
members of the exchange. . . .'', requires the Exchange to provide a
list of each shareholder that directly owns 5% or more of a class of
a voting security of the Exchange. As noted above, the Exchange
proposes that 100% of the issued and outstanding shares of NSX will
be directly owned by NSX Holdings.
    \17\ The remaining eight individual shareholders of NSX Holdings
own shares in amounts ranging from approximately 0.063% to 1.269%.
One or more of these individuals may become an employee of NSX upon
the completion of the Transaction.
---------------------------------------------------------------------------

    The second category of shareholders of NSX Holdings consists of two
affiliated entities: Thor Investment Holdings LLC (``Thor'') \18\ and
TIP-1 LLC (``TIP-1''),\19\ each a Delaware limited liability company.
Thor will own approximately 16% of the outstanding equity of NSX
Holdings, and TIP-1 will own approximately 20% of the outstanding
equity of NSX Holdings. Thor will also have an ownership interest in
TIP-1 and will act as its managing member. In turn, Thor's management
will be vested exclusively in a managing member, Thor Managing Member
LLC (``Thor MM''). Thor MM will have no ownership interest in either
Thor or TIP-1. There are three individual members of Thor MM, all of
whom are also members of Thor. Currently, nine individuals are members
of Thor. It is anticipated that there will be six members of TIP-1,
including Thor. Each such member thereby has an ownership interest in
the respective entities' share of the outstanding equity of NSX
Holdings.\20\
---------------------------------------------------------------------------

    \18\ The Certificate of Formation for Thor was filed with the
Secretary of State of Delaware on July 23, 2014.
    \19\ The Certificate of Formation for TIP-1 was filed with the
Secretary of State of Delaware on July 23, 2014.
    \20\ Currently, approximately 15% of the ownership interest in
Thor remains unassigned and may be distributed to other individuals
at the discretion of the Managing Member. This approximate 15%
unassigned interest represents less than 5% of the total outstanding
shares of NSX Holdings.
---------------------------------------------------------------------------

    The Exchange notes that there is no commonality or overlap between
the 12 individual investors owning approximately 64% of the outstanding
shares of NSX Holdings and the individual members of Thor and TIP-1
which own the remaining approximately 36% of the outstanding equity of
NSX Holdings. No individual has an ownership interest in both Thor and
TIP-1. None of the individual members of Thor or TIP-1 will become an
employee of NSX, and none of these individuals will have any role in
the day-to-day management or operation of the Exchange.
    With respect to voting rights, Thor will have the power to exercise
TIP-1's voting rights in NSX Holdings, such that Thor will have the
ability to exercise an approximate 36% voting interest of NSX Holdings.
The Exchange notes, however, that because of the voting limitations in
the NSX Holdings A&R Certificate described below, Thor will not be able
to exercise its voting interest in excess of the 20% voting limitation.
    The NSX Holdings A&R Certificate provides for limitations on the
ownership and voting of shares of NSX Holdings. Subject to certain
exceptions, no Person,\21\ either alone or with its Related
Persons,\22\ shall be permitted at any time to own beneficially shares
of stock of NSX Holdings representing in the aggregate more than 40% of
the then outstanding votes entitled to be cast on any matter (the
``Concentration Limitation'').\23\ As proposed, any Person (either
alone or with their Related Persons) who is in excess of the
Concentration Limitation as of the filing date of the NSX Holdings A&R
Certificate will have an exemption, not to extend past May 19, 2015,
from the Concentration Limitation. The Exchange believes that
permitting an exemption for this period is a reasonable and measured
approach that balances the capital contributions made by shareholders
at the time of the acquisition of NSX by NSX Holdings with the post-
acquisition governance goal of reducing share ownership
concentrations.\24\
---------------------------------------------------------------------------

    \21\ The term ``Person'' as used in the NSX Holdings A&R
Certificate means a natural person, partnership (general or
limited), corporation, limited liability company, trust or
unincorporated organization, or a governmental entity or political
subdivision thereof. See NSX Holdings A&R Certificate, Article
Fourth, Section B.
    \22\ The term ``Related Person'' means: (1) With respect to any
Person, any executive officer (as such term is defined in Rule 3b-7
under the Exchange Act) director, general partner, manager or
managing member, as applicable, and all ``affiliates'' and
``associates'' of such Person (as those terms are defined in Rule
12b-2 under the Exchange Act), and other Person(s) whose beneficial
ownership of shares of stock of the Corporation with the power to
vote on any matter would be aggregated with such first Person's
beneficial ownership of such stock or deemed to be beneficially
owned by such first Person pursuant to Rules 13d-3 and 13d-5 under
the Exchange Act; and (2) in the case of any Person constituting a
member (as that term is defined in Section 3(a)(3)(A) of the
Exchange Act) of NSX (defined in NSX Rule 1.5E(1) as a Holder of an
Equity Trading Permit) for so long as NSX remains a registered
national securities exchange, such Person and any broker or dealer
with which such Person is associated; and any other Person(s) with
which such Person has any agreement, arrangement or understanding
(whether or not in writing) to act together for the purpose of
acquiring, voting, holding or disposing of shares of the stock of
NSX Holdings; and in the case of a Person that is a natural person,
any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person or who is a director or
officer of NSX Holdings or any of its parents or subsidiaries. Id.
    \23\ See NSX Holdings A&R Certificate, Article Fourth, Section
C(i).
    \24\ The Exchange notes that, in connection with a prior
restructuring of a national securities exchange, the Commission
approved a period of time for the reduction of share ownership
concentrations by certain individuals. See Exchange Act Release No.
45803 (April 23, 2002), 67 FR 21306 (April 30, 2002) (SR-ISE-2002-
01).
---------------------------------------------------------------------------

    The Concentration Limitation applies unless and until: (i) A Person
(either alone or with its Related Persons) intending to acquire such
ownership shall have delivered to the Board of Directors of NSX
Holdings (the ``Holdings Board'') a notice in writing, not less than 45
days (or such shorter period as the Holdings Board shall expressly
consent to) prior to the acquisition of any shares that would cause
such Person (either alone or with its Related Persons) to exceed the
Concentration Limitation, of its intention to acquire such ownership;
(ii) the Holdings Board shall have resolved to expressly permit such
ownership; and (iii) such resolution shall have been filed with the
Commission under Section 19(b) of the Exchange Act and

shall have become effective thereunder.\25\
---------------------------------------------------------------------------

    \25\ See NSX Holdings A&R Certificate, Article Fourth, Section
C(i)(a).
---------------------------------------------------------------------------

    Article Fourth, Section C(i)(b) of the NSX Holdings A&R Certificate
provides for additional safeguards that must be satisfied before the
Holdings Board may adopt a resolution permitting share ownership in
excess of the Concentration Limitation. Specifically, the provision
states that, subject to its fiduciary obligations pursuant to the
Delaware General Corporation Law, the Holdings Board shall not adopt
any resolution permitting a Person to exceed the Concentration
Limitation unless the Holdings Board first determines that such
acquisition of beneficial ownership by such Person, either alone or
with its Related Persons (i) will not impair any of NSX Holdings' or
NSX's ability to discharge its responsibilities under the Exchange Act
and the rules and regulations thereunder and is otherwise in the best
interests of NSX Holdings and its stockholders; (ii) such acquisition
of beneficial ownership by such Person, either alone or with its
Related Persons, will not impair the Commission's ability to enforce
the Exchange Act; and (iii) neither such Person nor any of its Related
Persons is subject to any statutory disqualification as defined in
Section 3(a)(39) of the Exchange Act.\26\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78c(a)(39).
---------------------------------------------------------------------------

    The NSX Holdings A&R Certificate further provides that, in making
such determinations, the Holdings Board may impose such conditions and
restrictions on a Person and its Related Persons owning any shares of
stock of NSX Holdings entitled to vote on any matter as it may in its
sole discretion deem necessary, appropriate or desirable in furtherance
of the objectives of the Exchange Act and the governance of NSX
Holdings.\27\ Moreover, in the event that a Person, either alone or
with its Related Persons, at any time owns beneficially shares of stock
of NSX Holdings in excess of the Concentration Limitation without
having first satisfied the requirement of providing timely written
notice to the Holdings Board, and the Holdings Board expressly
resolving to permit such ownership and filing the resolution with the
Commission pursuant to Section 19(b) of the Exchange Act, NSX Holdings
shall call from such Person and its Related Persons that number of
shares of stock of NSX Holdings entitled to vote on any matter that
exceeds the Concentration Limitation at a price equal to the par value
of such shares of stock.\28\
---------------------------------------------------------------------------

    \27\ See NSX Holdings A&R Certificate, Article Fourth, Section
C(i)(b).
    \28\ See NSX Holdings A&R Certificate, Article Fourth, Section
C(i)(c).
---------------------------------------------------------------------------

    The NSX Holdings A&R Certificate further provides for limitations
on ownership of shares by ETP Holders of NSX.\29\ For so long as NSX
remains a registered national securities exchange under Section 6 of
the Exchange Act, no ETP Holder, either alone or with its Related
Persons, shall be permitted at any time to own beneficially shares of
stock of NSX Holdings representing in the aggregate more than 20% of
the then outstanding votes of NSX Holdings stock entitled to be cast on
any matter.\30\ If any ETP Holder, either alone or with its Related
Persons, at any time owns beneficially shares of stock in excess of
such 20% limitation, NSX Holdings shall call from such ETP Holder and
its Related Persons that number of shares of stock of NSX Holdings
entitled to vote on any matter that exceeds such 20% limitation a price
equal to the par value of such shares of stock.\31\
---------------------------------------------------------------------------

    \29\ NSX Rule 1.5E.(1) defines the term ``ETP'' as an Equity
Trading Permit issued by the Exchange for effecting approved
securities transactions on the Exchange's trading facilities. An ETP
may be issued to a sole proprietor, partnership, corporation,
limited liability company or other organization which is a
registered broker dealer pursuant to Section 15 of the Exchange Act
and which has been approved by the Exchange.
    \30\ See NSX Holdings A&R Certificate, Article Fourth, Section
C(ii).
    \31\ Id.
---------------------------------------------------------------------------

    With respect to voting limitations, Article Fourth, Section B(i) of
the NSX Holdings A&R Certificate provides that, notwithstanding any
other provisions of that document, no Person, either alone or with its
Related Persons, as of any record date for the determination of
stockholders entitled to vote on any matter, shall be entitled to vote
or cause the voting of shares of stock of NSX Holdings, in person or by
proxy or through any voting agreement or other arrangement, to the
extent such shares represent in the aggregate more than 20% of the then
outstanding votes entitled to be cast on such matter (the ``Voting
Limitation''). If votes have been cast, in person or by proxy or
through any voting agreement or other arrangement, by any Person,
either alone or with its Related Persons, in excess of the Voting
Limitation, NSX Holdings shall disregard such votes cast in excess of
the Voting Limitation.\32\ The Voting Limitation shall apply unless and
until a Person (and its related persons) owning any shares of stock of
NSX Holdings entitled to vote on such matter shall have delivered to
the Holdings Board a notice in writing, not less than 45 days (or such
shorter period as the Holdings Board shall expressly consent to) prior
to any vote, of its intention to cast more than 20% of the votes
entitled to be cast on such matter or to enter into an agreement, plan
or other arrangement that would violate the Nonvoting Agreement
Prohibition, as applicable; the Holdings Board shall have resolved to
expressly permit such exercise or the entering into of such agreement,
plan or other arrangement, as applicable, and such resolution shall
have been filed with the Commission under Section 19(b) Exchange Act
and shall have become effective thereunder.\33\
---------------------------------------------------------------------------

    \32\ The NSX Holdings A&R Certificate, Article Fourth, Section
B(i) prohibits ``Nonvoting Agreements'' by or among Persons and
their Related Persons that would result in shares of stock that
would be subject to such agreement not being voted on any matter, or
the withholding of any proxy relating those shares, where the effect
of such an agreement would be to enable any Person, either alone or
with its Related Persons, to vote or cause the voting of shares of
representing in the aggregate more than 20% of the then outstanding
votes entitled to be cast (the ``Nonvoting Agreement Prohibition'').
Any share owner seeking a waiver of the Nonvoting Agreement
Prohibition so as to be able to enter into such an agreement would
also be required to obtain express permission of the Holdings Board
through a duly authorized written resolution that is filed with and
approved by the Commission under Section 19(b) of the Exchange Act.
    \33\ See NSX Holdings A&R Certificate, Article Fourth, Section
B(ii).
---------------------------------------------------------------------------

Regulatory Jurisdiction; Regulatory Obligations of NSX Holdings, Its
Officers and Directors
    The NSX Holdings A&R Certificate and the NSX Holdings By-laws
contain explicit provisions governing the operation of NSX Holdings
with respect to regulatory jurisdiction and the regulatory obligations
of the company and its directors, officers and employees.
    Article VI of the NSX Holdings By-laws, entitled ``SRO Functions of
NSX,'' governs the conduct of NSX Holdings as the holding company for
NSX with respect to NSX's status and obligations as a registered
national securities exchange and an SRO.\34\ Among the key provisions
are requirements that, for so long as NSX Holdings shall, directly or
indirectly, control NSX, the directors, officers, employees and agents
of NSX Holdings shall:
---------------------------------------------------------------------------

    \34\ The NSX Holdings A&R Certificate, Articles Twelfth through
Sixteenth contains substantially the same provisions with respect to
NSX Holdings' obligations as the controlling entity for the Exchange
as an SRO.
---------------------------------------------------------------------------

     Give due regard to the preservation of the independence of
NSX's SRO function and its obligations to investors and the general
public and shall not take actions which would interfere with the
effectuation of decisions by the NSX

Board relating to NSX's regulatory function (including disciplinary
matters) or which would interfere with the Exchange's ability to carry
out its responsibilities under the Exchange Act; \35\
---------------------------------------------------------------------------

    \35\ See NSX Holdings By-laws, Article VI, Section 6.1, ``Non-
Interference.''
---------------------------------------------------------------------------

     to the fullest extent permitted by applicable law,
maintain the confidentiality of all information that comes into their
possession pertaining to the SRO function of the Exchange (including
but not limited to disciplinary matters, trading data, trading
practices and audit information) contained in the books and records of
NSX; \36\ and
---------------------------------------------------------------------------

    \36\ See NSX Holdings By-laws, Article VI, Section 6.2,
``Confidentiality of Information.''
---------------------------------------------------------------------------

     maintain its books and records within the United States
and subject at all times to inspection and copying by the SEC and by
NSX to the extent related to the administration and operation of
NSX.\37\
---------------------------------------------------------------------------

    \37\ See NSX Holdings By-laws, Article VI, Sections 6.4 and 6.5,
``Books and Records.''
---------------------------------------------------------------------------

    For so long as NSX remains a registered national securities
exchange, the books, records, premises, officers, directors, employees
and agents of NSX Holdings shall be deemed to be the books, records,
premises, officers, directors, employees and agents of NSX for purposes
of and subject to oversight pursuant to the Exchange Act.\38\ NSX
Holdings and its officers, directors, employees and agents by virtue of
their acceptance of such positions, shall be deemed to irrevocably
submit to the jurisdiction of the United States federal courts, the
Commission and NSX for the purposes of any suit, action or proceeding
pursuant to the United States federal securities laws, and the rules or
regulations thereunder, arising out of, or relating to, the activities
of NSX, and by virtue of their acceptance of any such position, shall
be deemed to waive, and agree not to assert by way of motion, as a
defense or otherwise in any such suit, action or proceeding, any claims
that it or they are not personally subject to the jurisdiction of the
United States federal courts, the Commission or the Exchange, 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 of that suit, action or proceeding may not be enforced in or by
such courts or agency. NSX Holdings and its officers, directors,
employees and agents also agree that they will maintain an agent in the
United States for the service of process of a claim arising out of, or
relating to, the activities of the Exchange.\39\ NSX Holdings is
required to comply with the federal securities laws, rules and
regulations and to cooperate with the SEC and with NSX pursuant to and
to the extent of their respective regulatory authority.\40\ The
officers, directors, employees and agents of NSX Holdings, by virtue of
their acceptance of such position, shall be deemed to agree to comply
with the federal securities laws and the rules and regulations
thereunder and to cooperate with the SEC and the Exchange in respect of
the SEC's oversight responsibilities regarding NSX and the self-
regulatory functions and responsibilities of NSX. NSX Holdings will
take reasonable steps necessary to cause its officers, directors,
employees and agents to so cooperate.\41\
---------------------------------------------------------------------------

    \38\ See NSX Holdings A&R Certificate, Article Fourteenth.
    \39\ See NSX Holdings A&R Certificate, Article Twelfth; NSX
Holdings By-laws, Article VI, Section 6. Additionally, as noted, no
individual who is subject to any statutory disqualification as
defined in Section 3(a)(39) of the Exchange Act may serve as a
director or officer of NSX Holdings.
    \40\ See NSX Holdings A&R Certificate, Article Fifteenth; NSX
Holdings By-laws, Article VI, Section 6.6.
    \41\ See NSX Holdings A&R Certificate, Articles Twelfth and
Fifteenth; NSX Holdings By-laws, Article VI, Section 6.6.
---------------------------------------------------------------------------

    Further, NSX Holdings shall take reasonable steps necessary to
cause its officers, directors, employees and agents, prior to accepting
a position as an officer, director, employee or agent, as applicable,
of NSX Holdings, to consent in writing to the applicability to them of
the provisions of Article VI of the NSX Holdings By-laws, as
applicable, with respect to their activities related to the
Exchange.\42\
---------------------------------------------------------------------------

    \42\ See NSX Holdings By-laws, Article VI, Section 6.8,
``Consent To Application.''
---------------------------------------------------------------------------

    The Exchange submits that the NSX Holdings A&R Certificate and NSX
Holdings By-laws establish an organizational framework that assures
that the Commission and NSX will have regulatory jurisdiction and
authority over NSX Holdings and its directors, officers, employees and
agents, and will preserve the independence and effectiveness of the
Exchange in discharging its self-regulatory responsibilities pursuant
to the Exchange Act. The provisions of those documents do not impair
the ability of NSX to carry out its functions and responsibilities as a
national securities exchange under the Act and the rules and
regulations promulgated thereunder, or the ability of the Commission to
enforce the Act and the rules and regulations promulgated thereunder.
NSX will continue to enforce the Exchange Act, the Commission's rules
thereunder, and the Exchange's own rules, in the same manner as prior
to the Transaction. The Commission will continue to have plenary
regulatory authority over NSX, as is currently the case.
Proposed Changes to NSX Organizational Documents in Connection With the
Transaction
    The completion of the Transaction and the resulting change in
ownership from CBSX to NSX Holdings will require certain amendments in
the NSX A&R Certificate and the NSX A&R By-laws. Under the Exchange's
proposed amendments in the NSX A&R Certificate, the provision that the
Exchange shall at all times be wholly owned by CBSX will be removed and
replaced by a provision requiring that the Exchange at all times be
wholly owned by NSX Holdings.\43\
---------------------------------------------------------------------------

    \43\ See Paragraph Fourth of the NSX A&R Certificate, which
states that: ``[t]he total number of shares of stock which the
[Exchange] shall have authority to issue is one thousand (1,000)
shares of common stock having a par value of $.01 per share. At all
times, all of the outstanding stock . . . shall be owned by National
Stock Exchange Holdings, Inc. . . .''
---------------------------------------------------------------------------

    Under the proposed changes in the NSX A&R By-laws, because of the
transfer of ownership of the Exchange from CBSX to NSX Holdings,
references in the NSX A&R By-laws specific to CBSX are to be replaced,
where applicable, with references to NSX Holdings. Specifically,
Article III, Section 3.2(c) of the By-laws will be amended to eliminate
any requirements relating to CBSX and will provide that no two or more
directors of NSX may be partners, officers or directors of the same
person \44\ or be affiliated with the same person, unless such
affiliation is with a national securities exchange or NSX Holdings. In
addition, the Exchange proposes to amend Section 10.1 in the NSX A&R
By-laws (Management of the Exchange) to delete Paragraph (b), which
requires that for so long as CBSX controls NSX, NSX shall promptly
inform the CBSX board of directors, in writing, in the event that NSX
has, or experiences, a deficiency related to its ability to carry out
its obligations as a national securities exchange under the Act,
including if NSX does not have or is not appropriately allocating such
financial, technological, technical and personnel resources as may be
necessary or appropriate for NSX to meet its obligations under the Act.
Upon the

completion of the Transaction, such requirements will no longer apply
because CBSX will no longer ``control'' NSX and will, in fact, have no
ownership interest in NSX.
---------------------------------------------------------------------------

    \44\ Article I, Section 1.1 of the NSX A&R By-laws provides that
``[t]he term `person' shall mean a natural person, partnership,
corporation, limited liability company, entity, government, or
political subdivision, agency or instrumentality of a government.''
---------------------------------------------------------------------------

    Section 10.2 of the NSX A&R By-laws replaces references to CBSX
with references to NSX Holdings. The provision would provide that no
members of the Holdings Board who are not also members of the NSX
Board, or any officers, staff, counsel or advisors of NSX Holdings who
are not also officers, staff, counsel or advisors of NSX (or any
committees of NSX), shall be allowed to participate in any meetings of
the NSX Board or any NSX committee pertaining to the self-regulatory
function of NSX, including disciplinary matters. These amendments are
intended to prevent any undue influence or any perception of undue
influence over the Exchange's self-regulatory functions by NSX
Holdings.
    Finally, the Exchange is proposing in the NSX A&R By-laws certain
clarifying amendments, and other non-substantive conforming amendments,
that are consistent with the changes described above. Specifically, in
Article I, the Exchange proposes to add a definition of ``ETP Holder
Representative'' to mean a representative of any Exchange or NSX Board
committee who is an officer, director, employee or agent of an ETP
Holder. The term ``ETP Holder representative'' was used in Section 5.7
but was not previously defined. The introduction of this defined term
will add additional clarity and transparency to the NSX A&R By-laws.
The formatting of the defined terms in Article I have been made uniform
throughout.
NSX Board of Directors
    The NSX A&R By-laws provide that the NSX Board shall consist of no
fewer than seven or more than 25 directors.\45\ The NSX Board's
composition at all times shall include the Chief Executive Officer of
the Exchange, at least 50% Non-Industry Directors (at least one of whom
shall be an Independent Director) and such number of ETP Holder
Directors as is necessary to comprise at least 20% of the NSX
Board.\46\ The steps undertaken to transition membership in the NSX
Board from the current directors to the post-Closing directors will
conform to the requirements set forth in the NSX A&R By-laws. Vacancies
in NSX Board Committees will be filled in accordance with Article V,
Section 5.2, of the NSX A&R By-laws.
---------------------------------------------------------------------------

    \45\ See NSX A&R By-laws, Article III, Section 3.2(a). This
provision will remain unchanged.
    \46\ See NSX A&R By-laws, Article III, Section 3.2(b).
---------------------------------------------------------------------------

2. Statutory Basis
    Section 6(b)(5) of the Act requires that the rules of a national
securities exchange be designed to, among other things, 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.
    The Exchange submits that the proposed Transaction, and the
organizational documents of NSX Holdings and of NSX, as proposed to be
adopted or amended as the case may be to effectuate the Transaction,
are consistent with Section 6(b) of the Act,\47\ in general and Section
6(b)(5) in particular.\48\ The NSX Holdings A&R Certificate and the NSX
Holdings By-laws establish an organizational structure for NSX
Holdings, as the holding company for NSX, that will assure that the
Commission and NSX are able to fully discharge their respective
obligations to effectively regulate the equity securities markets and
NSX marketplace. Specifically, among other key provisions, NSX Holdings
and its directors, officers, employees and agents, are subject to the
exclusive jurisdiction of the U.S. federal courts, the SEC, and NSX.
NSX Holdings is obligated to comply with the federal securities laws
and the rules and regulations thereunder, as are its directors,
officers and employees. The books, records, premises, directors,
employees and agents of NSX Holdings are deemed to be those of NSX for
purposes of and subject to oversight pursuant to the Exchange Act.\49\
These provisions operate to assure that the Exchange's rules meet the
statutory requirements of Section 6(b)(5) of the Act to promote just
and equitable principles of trade and to protect investors and the
public interest.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78f.
    \48\ 15 U.S.C. 78f(b).
    \49\ See NSX Holdings A&R Certificate, Articles Twelfth through
Sixteenth; NSX Holdings A&R By-laws, Article VI.
---------------------------------------------------------------------------

    Further, the Exchange submits that the instant rule proposal is
designed to effectuate changes to the NSX's ownership necessary to
consummate the Transaction and provide for an efficient transition into
a new organizational structure and a resumption of trading on the
Exchange's marketplace as soon as practicable after approval by the
Commission of the Transaction and subject to additional rule changes
filed with, or filed with and approved by, the Commission. To this
extent, the Exchange submits that the rule changes are consistent with
Section 6(b)(5) in that they are designed to remove impediments to and
perfect the mechanism of a free and open market and national market
system.
    The proposed amendments to NSX's organizational documents are
intended to align the Exchange's governance and organizational
structure with the proposed ownership by NSX Holdings. As a result of
the discontinuation of CBSX's ownership of the Exchange, the provisions
relating to CBSX will be removed and replaced, where applicable, with
references to NSX Holdings. The Exchange believes that the proposed
ownership and corporate structure will allow for greater efficiencies
that will operate to enhance the national market system and the
governance and operation of the Exchange as an SRO.
    The Exchange submits that the Transaction and the accompanying rule
changes proposed in this rule filing are consistent with Section
6(b)(5) in that they promote the protection of investors and the public
interest. The Exchange submits that its proposal and the new ownership
structure are consistent with the public interest in promoting
efficient markets, reducing administrative burdens on exchanges, and
providing flexibility where appropriate to the effective discharge of
SRO responsibilities. The amendments are intended to provide market
participants, investors and the public with a clear and transparent
description of the proposed changes to the Exchange's ownership and
governance structure as reflected in governing corporate documents.
    The Exchange believes that the consummation of the Transaction and
the subsequent re-opening of the Exchange's marketplace for trading
equity securities after all necessary rule changes have been filed
with, or filed with and approved by, the Commission, will operate to
enhance competition among the equity securities markets and provide new
trading opportunities for market participants and the investing public.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The rule change is being
proposed in connection with the Transaction that will, upon completion,
change the ownership

structure of the Exchange with the result that the ownership interest
of CBSX will terminate and the Exchange will be a wholly-owned
subsidiary of NSX Holdings. Upon completion of the Transaction, NSX
will move expeditiously to obtain all necessary regulatory approvals
and reopen trading on NSX. This will operate to enhance rather than
burden competition by restoring the NSX as an operating national
securities exchange to which investors may direct their order flow,
thus providing a further competitive venue for the trading of equity
securities and affording market participants and the investing public
additional opportunities to execute orders. As such, the Exchange
believes that there is no 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

    The Exchange has not solicited or received written comments on the
proposed rule change from market participants or others.

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 email to<EMAIL_ADDRESS>Please include
File Number SR-NSX-2014-017 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NSX-2014-017. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NSX-2014-017 and should be
submitted on or before January 23, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\50\
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    \50\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30703 Filed 12-31-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 180 (Wednesday, September 16, 2020)]
[Notices]
[Pages 57895-57896]
[FR Doc No: 2020-20361]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89823; File No. SR-NASDAQ-2020-017]

Self-Regulatory Organizations; the Nasdaq Stock Market LLC;
Notice of Designation of a Longer Period for Commission Action on a
Proposed Rule Change To Amend Nasdaq Rule 5704

September 10, 2020.
    On July 23, 2020, The Nasdaq Stock Market LLC (``Nasdaq'') filed
with the Securities and Exchange Commission (``Commission''), pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to amend
Nasdaq Rule 5704 to: (1) Remove the requirement that a series of
Exchange Traded Fund Shares have at least 50 beneficial holders
following twelve months after listing on Nasdaq; and (2) replace the
requirement that Nasdaq must establish a minimum number of shares of a
series of Exchange Traded Fund Shares to be outstanding at the time of
initial listing, with the requirement that a series of Exchange Traded
Fund Shares must have a minimum number of shares outstanding to
facilitate the formation of at least one creation unit on an initial
and continued listing basis. The proposed rule change was published for
comment in the Federal Register on August 7, 2020.\3\ The Commission
has received no comments on the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 89464 (August 4,
2020), 85 FR 48012.
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    Section 19(b)(2) of the Act \4\ provides that within 45 days of the
publication of notice of the filing of a proposed rule change, or
within such longer period up

to 90 days as the Commission may designate if it finds such longer
period to be appropriate and publishes its reasons for so finding, or
as to which the self-regulatory organization consents, the Commission
shall either approve the proposed rule change, disapprove the proposed
rule change, or institute proceedings to determine whether the proposed
rule change should be disapproved. The 45th day after publication of
the notice for this proposed rule change is September 21, 2020. The
Commission is extending this 45-day time period.
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    \4\ 15 U.S.C. 78s(b)(2).
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    The Commission finds it appropriate to designate a longer period
within which to take action on the proposed rule change so that it has
sufficient time to consider the proposed rule change. Accordingly, the
Commission, pursuant to Section 19(b)(2) of the Act,\5\ designates
November 5, 2020 as the date by which the Commission shall either
approve or disapprove, or institute proceedings to determine whether to
disapprove, the proposed rule change (File No. SR-NASDAQ-2020-017).
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    \5\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(31).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-20361 Filed 9-15-20; 8:45 am]
BILLING CODE 8011-01-P