80_FR_13983 80 FR 13932 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Regarding the Transfer of Ownership Interest in the Exchange

80 FR 13932 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Regarding the Transfer of Ownership Interest in the Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 51 (March 17, 2015)

Page Range13932-13934
FR Document2015-06020

Federal Register, Volume 80 Issue 51 (Tuesday, March 17, 2015)
[Federal Register Volume 80, Number 51 (Tuesday, March 17, 2015)]
[Notices]
[Pages 13932-13934]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-06020]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74477; File No. SR-BOX-2015-14]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change 
Regarding the Transfer of Ownership Interest in the Exchange

March 11, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 26, 2015, BOX Options Exchange LLC (the ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the self-regulatory organization. The Commission 
is publishing this notice to solicit comments on the proposed rule from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to repurchase the ownership interest in the 
Exchange held by Strategic Investments II Inc. (``SI'') and BOX 
Holdings Group LLC, an affiliate of the Exchange (``BOX Holdings''), 
proposes to repurchase the ownership interest in BOX Holdings held by 
SI. The text of the proposed rule change is available from the 
principal office of the Exchange, at the Commission's Public Reference 
Room and also on the Exchange's Internet Web site at http://boxexchange.com.

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

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

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

1. Purpose
    The Exchange is a limited liability company, organized under the 
laws of the State of Delaware on August 26, 2010. The Exchange's 
charter is a Limited Liability Company Agreement, dated as of May 10, 
2012 (the ``Exchange LLC Agreement''). SI became a Member of the 
Exchange on May 10, 2012.
    BOX Holdings is a limited liability company, organized under the 
laws of the State of Delaware on August 26, 2010. BOX Holdings is the 
sole owner of BOX Market LLC, a facility of the Exchange (``BOX 
Market''). The BOX Holdings charter is a Limited Liability Company 
Agreement, dated as of May 10, 2012 (the ``Holdings LLC Agreement''). 
SI became a Member of BOX Holdings on May 10, 2012. 6,445 Economic 
Units and 4,990 Voting Units represent SI's ownership interest in the 
Exchange, comprising 6.455% of all outstanding interests and 4.99% of 
all outstanding voting interests of the Exchange, respectively (the 
``Exchange Units''). 500 Class A Units represent SI's ownership 
interest in BOX Holdings, comprising 4.203% of all outstanding 
ownership interests of BOX Holdings (the ``Holdings Units'' and, 
together with the Exchange Units, the ``SI Units'').
    Each of the Exchange and BOX Holdings has agreed with SI to 
purchase the SI Units. Accordingly, it is proposed that SI transfer all 
of the Exchange Units to the Exchange and all of the Holdings Units to 
BOX Holdings (the ``Transfer''). After the Transfer, the SI Units will 
no longer be outstanding, references to SI in each of the Exchange LLC 
Agreement and the Holdings LLC Agreement will be removed, and SI will 
have no remaining rights under the Exchange LLC Agreement or the 
Holdings LLC Agreement.
    As provided in Section 7.3(f) of the Exchange LLC Agreement, ``no 
Person, alone or together with any Related Persons, shall own, directly 
or indirectly, of record or beneficially, an aggregate Economic 
Percentage Interest greater than 40% (or 20% if such Person is a BOX 
Options Participant) (the ``Economic Ownership Limit'').'' Accordingly, 
because the total number of outstanding Economic Units of the Exchange 
are reduced in the Transfer, outstanding Economic Units held by any 
remaining Members of the Exchange will be cancelled to the extent 
necessary to ensure compliance with the Economic Ownership Limit.

[[Page 13933]]

    As provided in Section 7.3(g) of the Exchange LLC Agreement, ``no 
Person, alone or together with any Related Persons, shall own, directly 
or indirectly, of record or beneficially, an aggregate Voting 
Percentage Interest of greater than 20% (the ``Voting Ownership 
Limit'').'' Further, Section 7.3(g) of the Exchange LLC Agreement 
provides that, upon any change in economic ownership, the number of 
Voting Units held by each Member of the Exchange shall be adjusted to 
maintain compliance with the Voting Ownership Limit. Accordingly, 
because the number of Economic Units held by Members of the Exchange 
are reduced in the Transfer, the number of outstanding Voting Units of 
the Exchange, and the number of Voting Units held by each of the 
remaining Members of the Exchange, will be adjusted to the extent 
necessary to ensure compliance with the Economic Ownership Limit.
    As discussed above, all ownership limits relating to the Exchange 
will continue to be strictly respected. The Transfer will not result in 
any Member of the Exchange exceeding its applicable Economic Ownership 
Percentage or Voting Ownership Percentage (collectively, its 
``Ownership Percentages''). Prior to the Transfer, some Members of the 
Exchange already held the maximum Ownership Percentages allowed under 
the Exchange LLC Agreement. The Ownership Percentages held by these 
Members will remain completely unchanged after giving effect to the 
Transfer. For other Members of the Exchange, adjustments to Ownership 
Percentages resulting from the Transfer will be insubstantial, such 
that no Member of the Exchange will have its Ownership Percentage 
adjusted by more than 2.2% of the Exchange's ownership. After giving 
effect to the Transfer, no Member will hold more than 40% Economic 
Ownership Percentage, no Participant will hold more than 20% Economic 
Ownership Percentage, and no Member will hold more than 20% Voting 
Ownership Percentage in the Exchange.
    The Board of Directors of the Exchange will remain unaffected by 
the Transfer. The makeup of the Board will still be comprised of a 
majority of Directors that are Non-industry Directors, at least 20% 
that are Participant Directors and one (1) Director that is also an 
officer or director of BOX Holdings.\3\
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    \3\ See Sec.  4.02 of the BOX Options Exchange LLC Bylaws.
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    Further, Section 7.4(f) of the Holdings LLC Agreement provides that 
a rule filing pursuant to Section 19 of the Exchange Act is required 
with respect to certain transactions that result in the acquisition and 
holding by a person of an aggregate ownership interest in BOX Holdings 
which meets or crosses the threshold level of 20% or any successive 5% 
level. Although MX US 2, Inc., a wholly-owned subsidiary of TMX Group 
Limited (``MXUS2''), is not acquiring any additional ownership Units of 
BOX Holdings in the Transfer, the reduction of the total number of 
outstanding ownership Units of BOX Holdings in the Transfer will result 
in a corresponding increase in the ownership interest held by MXUS2 
from 53.83% to 56.19% and thereby crossing a 5% level of fifty-five 
percent.
    This change in MXUS2's ownership percentage by less than 2.4% of 
the overall ownership of BOX Holdings is insubstantial and will not 
materially alter the ownership or voting power of MXUS2 in BOX 
Holdings. Even though the MXUS2's ownership percentage will experience 
this small increase, no additional power or control will accrue to 
MXUS2 as a result. For example, as the current holder of a majority of 
the outstanding ownership interests in BOX Holdings, MXUS2 has the 
ability to control any vote of the Members or the Board of Directors of 
BOX Holdings that requires a simple majority vote. After giving effect 
to the Transfer, MXUS2 will still control such votes. Further, MXUS2 
currently has the power to appoint up to five (5) representatives to 
the BOX Holdings Board of Directors. After giving effect to the 
Transfer, MXUS2 will still have the power to appoint the same number of 
Directors of BOX Holdings. As a 56.19% owner, MXUS2 would have no 
additional voting or veto rights and no other ability to exercise power 
over the operations of BOX Holdings or its subsidiary, BOX Market. No 
other Member of BOX Holdings will have its ownership percentage in BOX 
Holdings adjusted by more than 0.9% of the total BOX Holdings ownership 
as a result of the Transfer.
    The consideration paid to SI by BOX Holdings and the Exchange in 
connection with the Transfer was paid almost entirely by BOX Holdings 
with only a de minimis amount paid by the Exchange. The Exchange 
continues to reserve sufficient assets to operate and fulfill its 
regulatory responsibilities with respect to itself and the BOX Market. 
The Exchange Board of Directors remains committed to ensuring the 
Exchange is sufficiently capitalized to meet its obligations. The 
Exchange and BOX Market continue to be subject to a written agreement 
which provides that the Exchange receives and retains all assets deemed 
to be necessary for regulatory purposes by the Exchange. Accordingly, 
payments made to consummate the Transfer will not have any negative 
effect on the Exchange's ability to carry out its duties and 
obligations as an SRO.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act, in general, and furthers the 
objectives of Section 6(b)(1), in particular, in that it enables the 
Exchange to be so organized so as to have the capacity to be able to 
carry out the purposes of the Act and to comply, and to enforce 
compliance by its exchange members and persons associated with its 
exchange members, with the provisions of the Act, the rules and 
regulations thereunder, and the rules of the Exchange. The Exchange 
also believes that this filing furthers the objectives of Section 
6(b)(5) of the Act in that it is designed to facilitate transactions in 
securities, 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 mechanism of a free and open market and a national market 
system, and in general, to protect investors and the public interest.

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

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

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

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

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \4\ and Rule 19b-4(f)(6) thereunder.\5\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of

[[Page 13934]]

investors or the public interest; (ii) impose any significant burden on 
competition; and (iii) become operative for 30 days from the date on 
which it was filed, or such shorter time as the Commission may 
designate, the proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\6\
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    \4\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \5\ 17 CFR 240.19b-4(f)(6).
    \6\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and text of 
the proposed rule change, at least five business days prior to the 
date of filing of the proposed rule change, or such shorter time as 
designated by the Commission. The Commission has waived the 5-day 
prefiling requirement in this case.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days after the date of filing. However, 
Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter 
time if such action is consistent with the protection of investors and 
the public interest. The Exchange has asked the Commission to waive the 
30-day operative delay because the Transfer is intended to be completed 
in less than 30 days. The Commission believes that an earlier operative 
date will ensure that the filing is effective prior to the intended 
completion of the Transfer in less than 30 days. Based on the 
foregoing, the Commission believes that waiving the 30-day operative 
delay is consistent with the protection of investors and the public 
interest.\7\ The Commission hereby grants the Exchange's request and 
designates the proposal operative upon filing.
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    \7\ For purposes only of waiving the 30-day operative delay, the 
Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

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 protected]. Please include 
File Number SR-SR-BOX-2015-14 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BOX-2015-14. 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-BOX-2015-14 and should be 
submitted on or before April 7, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-06020 Filed 3-16-15; 8:45 am]
BILLING CODE 8011-01-P



                                                  13932                            Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices

                                                    • Send an email to rule-comments@                       SECURITIES AND EXCHANGE                                 A. Self-Regulatory Organization’s
                                                  sec.gov. Please include File Number SR–                   COMMISSION                                              Statement of the Purpose of, and
                                                  BOX–2015–15 on the subject line.                                                                                  Statutory Basis for, the Proposed Rule
                                                                                                            [Release No. 34–74477; File No. SR–BOX–                 Change
                                                  Paper Comments
                                                                                                            2015–14]                                                1. Purpose
                                                    • Send paper comments in triplicate                                                                                The Exchange is a limited liability
                                                  to Brent J. Fields, Secretary, Securities                 Self-Regulatory Organizations; BOX
                                                                                                                                                                    company, organized under the laws of
                                                  and Exchange Commission, 100 F Street                     Options Exchange LLC; Notice of
                                                                                                                                                                    the State of Delaware on August 26,
                                                  NE., Washington, DC 20549–1090.                           Filing and Immediate Effectiveness of                   2010. The Exchange’s charter is a
                                                                                                            a Proposed Rule Change Regarding                        Limited Liability Company Agreement,
                                                  All submissions should refer to File                      the Transfer of Ownership Interest in
                                                  Number SR–BOX–2015–15. This file                                                                                  dated as of May 10, 2012 (the ‘‘Exchange
                                                                                                            the Exchange                                            LLC Agreement’’). SI became a Member
                                                  number should be included on the
                                                  subject line if email is used. To help the                March 11, 2015.
                                                                                                                                                                    of the Exchange on May 10, 2012.
                                                                                                                                                                       BOX Holdings is a limited liability
                                                  Commission process and review your                           Pursuant to Section 19(b)(1) of the                  company, organized under the laws of
                                                  comments more efficiently, please use                     Securities Exchange Act of 1934                         the State of Delaware on August 26,
                                                  only one method. The Commission will                      (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 2010. BOX Holdings is the sole owner
                                                  post all comments on the Commission’s                     notice is hereby given that on February                 of BOX Market LLC, a facility of the
                                                  Internet Web site (http://www.sec.gov/                    26, 2015, BOX Options Exchange LLC                      Exchange (‘‘BOX Market’’). The BOX
                                                  rules/sro.shtml). Copies of the                           (the ‘‘Exchange’’) filed with the                       Holdings charter is a Limited Liability
                                                  submission, all subsequent                                Securities and Exchange Commission                      Company Agreement, dated as of May
                                                  amendments, all written statements                        (‘‘Commission’’) the proposed rule                      10, 2012 (the ‘‘Holdings LLC
                                                  with respect to the proposed rule                         change as described in Items I and II                   Agreement’’). SI became a Member of
                                                  change that are filed with the                            below, which Items have been prepared                   BOX Holdings on May 10, 2012. 6,445
                                                  Commission, and all written                               by the self-regulatory organization. The                Economic Units and 4,990 Voting Units
                                                  communications relating to the                                                                                    represent SI’s ownership interest in the
                                                                                                            Commission is publishing this notice to
                                                  proposed rule change between the                                                                                  Exchange, comprising 6.455% of all
                                                                                                            solicit comments on the proposed rule
                                                  Commission and any person, other than                                                                             outstanding interests and 4.99% of all
                                                                                                            from interested persons.                                outstanding voting interests of the
                                                  those that may be withheld from the
                                                  public in accordance with the                             I. Self-Regulatory Organization’s                       Exchange, respectively (the ‘‘Exchange
                                                  provisions of 5 U.S.C. 552, will be                       Statement of the Terms of Substance of                  Units’’). 500 Class A Units represent SI’s
                                                  available for Web site viewing and                        the Proposed Rule Change                                ownership interest in BOX Holdings,
                                                                                                                                                                    comprising 4.203% of all outstanding
                                                  printing in the Commission’s Public
                                                                                                               The Exchange proposes to repurchase                  ownership interests of BOX Holdings
                                                  Reference Room, 100 F Street NE.,
                                                                                                            the ownership interest in the Exchange                  (the ‘‘Holdings Units’’ and, together
                                                  Washington, DC 20549 on official                                                                                  with the Exchange Units, the ‘‘SI
                                                                                                            held by Strategic Investments II Inc.
                                                  business days between the hours of                                                                                Units’’).
                                                                                                            (‘‘SI’’) and BOX Holdings Group LLC, an
                                                  10:00 a.m. and 3:00 p.m. Copies of such                                                                              Each of the Exchange and BOX
                                                                                                            affiliate of the Exchange (‘‘BOX
                                                  filing also will be available for                                                                                 Holdings has agreed with SI to purchase
                                                                                                            Holdings’’), proposes to repurchase the
                                                  inspection and copying at the principal                                                                           the SI Units. Accordingly, it is proposed
                                                                                                            ownership interest in BOX Holdings
                                                  office of the Exchange. All comments                                                                              that SI transfer all of the Exchange Units
                                                                                                            held by SI. The text of the proposed rule
                                                  received will be posted without change;                                                                           to the Exchange and all of the Holdings
                                                                                                            change is available from the principal
                                                  the Commission does not edit personal                                                                             Units to BOX Holdings (the ‘‘Transfer’’).
                                                                                                            office of the Exchange, at the
                                                  identifying information from                                                                                      After the Transfer, the SI Units will no
                                                                                                            Commission’s Public Reference Room                      longer be outstanding, references to SI
                                                  submissions. You should submit only
                                                                                                            and also on the Exchange’s Internet Web                 in each of the Exchange LLC Agreement
                                                  information that you wish to make
                                                                                                            site at http://boxexchange.com.                         and the Holdings LLC Agreement will
                                                  available publicly. All submissions
                                                  should refer to File Number SR–BOX–                       II. Self-Regulatory Organization’s                      be removed, and SI will have no
                                                  2015–15, and should be submitted on or                    Statement of the Purpose of, and                        remaining rights under the Exchange
                                                  before April 7, 2015.                                     Statutory Basis for, the Proposed Rule                  LLC Agreement or the Holdings LLC
                                                                                                            Change                                                  Agreement.
                                                    For the Commission, by the Division of                                                                             As provided in Section 7.3(f) of the
                                                  Trading and Markets, pursuant to delegated                                                                        Exchange LLC Agreement, ‘‘no Person,
                                                                                                              In its filing with the Commission, the
                                                  authority.10                                                                                                      alone or together with any Related
                                                                                                            self-regulatory organization included
                                                  Brent J. Fields,                                          statements concerning the purpose of,                   Persons, shall own, directly or
                                                  Secretary.                                                and basis for, the proposed rule change                 indirectly, of record or beneficially, an
                                                  [FR Doc. 2015–06017 Filed 3–16–15; 8:45 am]               and discussed any comments it received                  aggregate Economic Percentage Interest
                                                  BILLING CODE 8011–01–P                                    on the proposed rule change. The text                   greater than 40% (or 20% if such Person
                                                                                                            of these statements may be examined at                  is a BOX Options Participant) (the
                                                                                                            the places specified in Item IV below.                  ‘‘Economic Ownership Limit’’).’’
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                                                                                    Accordingly, because the total number
                                                                                                            The self-regulatory organization has
                                                                                                                                                                    of outstanding Economic Units of the
                                                                                                            prepared summaries, set forth in
                                                                                                                                                                    Exchange are reduced in the Transfer,
                                                                                                            Sections A, B, and C below, of the most
                                                                                                                                                                    outstanding Economic Units held by
                                                                                                            significant aspects of such statements.                 any remaining Members of the Exchange
                                                                                                                                                                    will be cancelled to the extent necessary
                                                                                                              1 15   U.S.C. 78s(b)(1).                              to ensure compliance with the
                                                    10 17   CFR 200.30–3(a)(12).                              2 17   CFR 240.19b–4.                                 Economic Ownership Limit.


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                                                                                Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices                                               13933

                                                     As provided in Section 7.3(g) of the                 filing pursuant to Section 19 of the                  the Exchange receives and retains all
                                                  Exchange LLC Agreement, ‘‘no Person,                    Exchange Act is required with respect to              assets deemed to be necessary for
                                                  alone or together with any Related                      certain transactions that result in the               regulatory purposes by the Exchange.
                                                  Persons, shall own, directly or                         acquisition and holding by a person of                Accordingly, payments made to
                                                  indirectly, of record or beneficially, an               an aggregate ownership interest in BOX                consummate the Transfer will not have
                                                  aggregate Voting Percentage Interest of                 Holdings which meets or crosses the                   any negative effect on the Exchange’s
                                                  greater than 20% (the ‘‘Voting                          threshold level of 20% or any                         ability to carry out its duties and
                                                  Ownership Limit’’).’’ Further, Section                  successive 5% level. Although MX US                   obligations as an SRO.
                                                  7.3(g) of the Exchange LLC Agreement                    2, Inc., a wholly-owned subsidiary of
                                                  provides that, upon any change in                       TMX Group Limited (‘‘MXUS2’’), is not                 2. Statutory Basis
                                                  economic ownership, the number of                       acquiring any additional ownership                       The Exchange believes that the
                                                  Voting Units held by each Member of                     Units of BOX Holdings in the Transfer,                proposal is consistent with the
                                                  the Exchange shall be adjusted to                       the reduction of the total number of                  requirements of Section 6(b) of the Act,
                                                  maintain compliance with the Voting                     outstanding ownership Units of BOX                    in general, and furthers the objectives of
                                                  Ownership Limit. Accordingly, because                   Holdings in the Transfer will result in               Section 6(b)(1), in particular, in that it
                                                  the number of Economic Units held by                    a corresponding increase in the                       enables the Exchange to be so organized
                                                  Members of the Exchange are reduced in                  ownership interest held by MXUS2 from                 so as to have the capacity to be able to
                                                  the Transfer, the number of outstanding                 53.83% to 56.19% and thereby crossing                 carry out the purposes of the Act and to
                                                  Voting Units of the Exchange, and the                   a 5% level of fifty-five percent.                     comply, and to enforce compliance by
                                                  number of Voting Units held by each of                     This change in MXUS2’s ownership                   its exchange members and persons
                                                  the remaining Members of the                            percentage by less than 2.4% of the                   associated with its exchange members,
                                                  Exchange, will be adjusted to the extent                overall ownership of BOX Holdings is                  with the provisions of the Act, the rules
                                                  necessary to ensure compliance with the                 insubstantial and will not materially                 and regulations thereunder, and the
                                                  Economic Ownership Limit.                               alter the ownership or voting power of                rules of the Exchange. The Exchange
                                                     As discussed above, all ownership                    MXUS2 in BOX Holdings. Even though                    also believes that this filing furthers the
                                                  limits relating to the Exchange will                    the MXUS2’s ownership percentage will                 objectives of Section 6(b)(5) of the Act
                                                  continue to be strictly respected. The                  experience this small increase, no                    in that it is designed to facilitate
                                                  Transfer will not result in any Member                  additional power or control will accrue               transactions in securities, to prevent
                                                  of the Exchange exceeding its applicable                to MXUS2 as a result. For example, as                 fraudulent and manipulative acts and
                                                  Economic Ownership Percentage or                        the current holder of a majority of the               practices, to promote just and equitable
                                                  Voting Ownership Percentage                             outstanding ownership interests in BOX                principles of trade, to foster cooperation
                                                  (collectively, its ‘‘Ownership                          Holdings, MXUS2 has the ability to                    and coordination with persons engaged
                                                  Percentages’’). Prior to the Transfer,                  control any vote of the Members or the                in regulating, clearing, settling,
                                                  some Members of the Exchange already                    Board of Directors of BOX Holdings that               processing information with respect to,
                                                  held the maximum Ownership                              requires a simple majority vote. After                and facilitating transactions in
                                                  Percentages allowed under the                           giving effect to the Transfer, MXUS2                  securities, to remove impediments to
                                                  Exchange LLC Agreement. The                             will still control such votes. Further,               and perfect the mechanism of a free and
                                                  Ownership Percentages held by these                     MXUS2 currently has the power to                      open market and a national market
                                                  Members will remain completely                          appoint up to five (5) representatives to             system, and in general, to protect
                                                  unchanged after giving effect to the                    the BOX Holdings Board of Directors.                  investors and the public interest.
                                                  Transfer. For other Members of the                      After giving effect to the Transfer,
                                                  Exchange, adjustments to Ownership                      MXUS2 will still have the power to                    B. Self-Regulatory Organization’s
                                                  Percentages resulting from the Transfer                 appoint the same number of Directors of               Statement on Burden on Competition
                                                  will be insubstantial, such that no                     BOX Holdings. As a 56.19% owner,                        The Exchange does not believe that
                                                  Member of the Exchange will have its                    MXUS2 would have no additional                        the proposed rule change will impose
                                                  Ownership Percentage adjusted by more                   voting or veto rights and no other ability            any burden on competition not
                                                  than 2.2% of the Exchange’s ownership.                  to exercise power over the operations of              necessary or appropriate in furtherance
                                                  After giving effect to the Transfer, no                 BOX Holdings or its subsidiary, BOX                   of the purposes of the Act.
                                                  Member will hold more than 40%                          Market. No other Member of BOX
                                                  Economic Ownership Percentage, no                       Holdings will have its ownership                      C. Self-Regulatory Organization’s
                                                  Participant will hold more than 20%                     percentage in BOX Holdings adjusted by                Statement on Comments on the
                                                  Economic Ownership Percentage, and                      more than 0.9% of the total BOX                       Proposed Rule Change Received From
                                                  no Member will hold more than 20%                       Holdings ownership as a result of the                 Members, Participants, or Others
                                                  Voting Ownership Percentage in the                      Transfer.                                               The Exchange has neither solicited
                                                  Exchange.                                                  The consideration paid to SI by BOX                nor received comments on the proposed
                                                     The Board of Directors of the                        Holdings and the Exchange in                          rule change.
                                                  Exchange will remain unaffected by the                  connection with the Transfer was paid
                                                                                                          almost entirely by BOX Holdings with                  III. Date of Effectiveness of the
                                                  Transfer. The makeup of the Board will
                                                                                                          only a de minimis amount paid by the                  Proposed Rule Change and Timing for
                                                  still be comprised of a majority of
                                                                                                          Exchange. The Exchange continues to                   Commission Action
                                                  Directors that are Non-industry
                                                  Directors, at least 20% that are                        reserve sufficient assets to operate and                 The Exchange has filed the proposed
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                                                  Participant Directors and one (1)                       fulfill its regulatory responsibilities with          rule change pursuant to Section
                                                  Director that is also an officer or director            respect to itself and the BOX Market.                 19(b)(3)(A)(iii) of the Act 4 and Rule
                                                  of BOX Holdings.3                                       The Exchange Board of Directors                       19b–4(f)(6) thereunder.5 Because the
                                                     Further, Section 7.4(f) of the Holdings              remains committed to ensuring the                     proposed rule change does not: (i)
                                                  LLC Agreement provides that a rule                      Exchange is sufficiently capitalized to               Significantly affect the protection of
                                                                                                          meet its obligations. The Exchange and
                                                    3 See § 4.02 of the BOX Options Exchange LLC          BOX Market continue to be subject to a                  4 15   U.S.C. 78s(b)(3)(A)(iii).
                                                  Bylaws.                                                 written agreement which provides that                   5 17   CFR 240.19b–4(f)(6).



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                                                  13934                          Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices

                                                  investors or the public interest; (ii)                  Electronic Comments                                      SECURITIES AND EXCHANGE
                                                  impose any significant burden on                                                                                 COMMISSION
                                                  competition; and (iii) become operative                   • Use the Commission’s Internet
                                                                                                          comment form (http://www.sec.gov/                        [Release No. 34–74483; File No. SR–CFE–
                                                  for 30 days from the date on which it                                                                            2015–002]
                                                  was filed, or such shorter time as the                  rules/sro.shtml); or
                                                  Commission may designate, the                             • Send an email to rule-comments@                      Self-Regulatory Organizations; CBOE
                                                  proposed rule change has become                         sec.gov. Please include File Number SR–                  Futures Exchange, LLC; Notice of
                                                  effective pursuant to Section 19(b)(3)(A)               SR–BOX–2015–14 on the subject line.                      Filing and Immediate Effectiveness of
                                                  of the Act and Rule 19b–4(f)(6)                                                                                  a Proposed Rule Change Regarding
                                                  thereunder.6                                            Paper Comments                                           Exchange of Contract for Related
                                                     A proposed rule change filed under                                                                            Position Transactions and Block
                                                                                                            • Send paper comments in triplicate
                                                  Rule 19b–4(f)(6) normally does not                                                                               Trades
                                                  become operative for 30 days after the                  to Secretary, Securities and Exchange
                                                  date of filing. However, Rule 19b–                      Commission, 100 F Street NE.,                            March 11, 2015.
                                                  4(f)(6)(iii) permits the Commission to                  Washington, DC 20549–1090.                                  Pursuant to Section 19(b)(7) of the
                                                  designate a shorter time if such action                 All submissions should refer to File                     Securities Exchange Act of 1934
                                                  is consistent with the protection of                    Number SR–BOX–2015–14. This file                         (‘‘Act’’),1 notice is hereby given that on
                                                  investors and the public interest. The                                                                           February 25, 2015 CBOE Futures
                                                                                                          number should be included on the
                                                  Exchange has asked the Commission to                                                                             Exchange, LLC (‘‘CFE’’ or ‘‘Exchange’’)
                                                                                                          subject line if email is used. To help the
                                                  waive the 30-day operative delay                                                                                 filed with the Securities and Exchange
                                                                                                          Commission process and review your                       Commission (‘‘SEC’’ or ‘‘Commission’’)
                                                  because the Transfer is intended to be                  comments more efficiently, please use
                                                  completed in less than 30 days. The                                                                              the proposed rule change described in
                                                                                                          only one method. The Commission will                     Items I, II, and III below, which Items
                                                  Commission believes that an earlier
                                                                                                          post all comments on the Commission’s                    have been prepared by CFE. The
                                                  operative date will ensure that the filing
                                                                                                          Internet Web site (http://www.sec.gov/                   Commission is publishing this notice to
                                                  is effective prior to the intended
                                                  completion of the Transfer in less than                 rules/sro.shtml). Copies of the                          solicit comments on the proposed rule
                                                  30 days. Based on the foregoing, the                    submission, all subsequent                               change from interested persons. CFE
                                                  Commission believes that waiving the                    amendments, all written statements                       also has filed this proposed rule change
                                                  30-day operative delay is consistent                    with respect to the proposed rule                        with the Commodity Futures Trading
                                                  with the protection of investors and the                change that are filed with the                           Commission (‘‘CFTC’’). CFE filed a
                                                  public interest.7 The Commission                        Commission, and all written                              written certification with the CFTC
                                                  hereby grants the Exchange’s request                    communications relating to the                           under Section 5c(c) of the Commodity
                                                  and designates the proposal operative                   proposed rule change between the                         Exchange Act (‘‘CEA’’)2 on February 25,
                                                  upon filing.                                            Commission and any person, other than                    2015.
                                                     At any time within 60 days of the                    those that may be withheld from the                      I. Self-Regulatory Organization’s
                                                  filing of the proposed rule change, the                 public in accordance with the                            Description of the Proposed Rule
                                                  Commission summarily may                                provisions of 5 U.S.C. 552, will be                      Change
                                                  temporarily suspend such rule change if                 available for Web site viewing and
                                                  it appears to the Commission that such                                                                              The Exchange proposes to amend its
                                                                                                          printing in the Commission’s Public
                                                  action is necessary or appropriate in the                                                                        rules related to Exchange of Contract for
                                                                                                          Reference Room, 100 F Street NE.,
                                                  public interest, for the protection of                                                                           Related Position (‘‘ECRP’’) transactions
                                                                                                          Washington, DC 20549 on official                         and block trades. The scope of this filing
                                                  investors, or otherwise in furtherance of               business days between the hours of
                                                  the purposes of the Act. If the                                                                                  is limited solely to the application of the
                                                                                                          10:00 a.m. and 3:00 p.m. Copies of the                   rule amendments to security futures
                                                  Commission takes such action, the                       filing also will be available for
                                                  Commission shall institute proceedings                                                                           traded on CFE. The only security futures
                                                                                                          inspection and copying at the principal                  currently traded on CFE are traded
                                                  to determine whether the proposed rule                  office of the Exchange. All comments
                                                  should be approved or disapproved.                                                                               under Chapter 16 of CFE’s Rulebook
                                                                                                          received will be posted without change;                  which is applicable to Individual Stock
                                                  IV. Solicitation of Comments                            the Commission does not edit personal                    Based and Exchange-Traded Fund
                                                    Interested persons are invited to                     identifying information from                             Based Volatility Index security futures.
                                                  submit written data, views, and                         submissions. You should submit only                      The text of the proposed rule change is
                                                  arguments concerning the foregoing,                     information that you wish to make                        attached as Exhibit 4 to the filing but is
                                                  including whether the proposed rule                     available publicly. All submissions                      not attached to the publication of this
                                                  change is consistent with the Act.                      should refer to File Number SR–BOX–                      notice.
                                                  Comments may be submitted by any of                     2015–14 and should be submitted on or                    II. Self-Regulatory Organization’s
                                                  the following methods:                                  before April 7, 2015.                                    Statement of the Purpose of, and
                                                                                                            For the Commission, by the Division of                 Statutory Basis for, the Proposed Rule
                                                    6 In addition, Rule 19b–4(f)(6)(iii) requires the     Trading and Markets, pursuant to delegated               Change
                                                  Exchange to give the Commission written notice of
                                                  the Exchange’s intent to file the proposed rule         authority.8                                                 In its filing with the Commission, CFE
                                                  change, along with a brief description and text of      Brent J. Fields,                                         included statements concerning the
                                                  the proposed rule change, at least five business days
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                                                  prior to the date of filing of the proposed rule        Secretary.                                               purpose of and basis for the proposed
                                                  change, or such shorter time as designated by the       [FR Doc. 2015–06020 Filed 3–16–15; 8:45 am]              rule change and discussed any
                                                  Commission. The Commission has waived the 5-            BILLING CODE 8011–01–P                                   comments it received on the proposed
                                                  day prefiling requirement in this case.                                                                          rule change. The text of these statements
                                                     7 For purposes only of waiving the 30-day

                                                  operative delay, the Commission has also
                                                                                                                                                                   may be examined at the places specified
                                                  considered the proposed rule’s impact on
                                                                                                                                                                     1 15  U.S.C. 78s(b)(7).
                                                  efficiency, competition, and capital formation. See
                                                  15 U.S.C. 78c(f).                                         8 17   CFR 200.30–3(a)(12).                              27   U.S.C. 7a–2(c).



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Document Created: 2015-12-18 12:01:58
Document Modified: 2015-12-18 12:01:58
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 13932 

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