83 FR 44320 - Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents and the Exchange's Rulebook, Changes to the Exchange's Name

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 169 (August 30, 2018)

[Federal Register Volume 83, Number 169 (Thursday, August 30, 2018)]
[Notices]
[Pages 44320-44322]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-18785]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83941; File No. SR-BOX-2018-25]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Reflect in the Exchange's Governing Documents and the Exchange's 
Rulebook, Changes to the Exchange's Name

August 24, 2018.
    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 August 15, 2018, BOX Options Exchange LLC (the ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the self-regulatory organization. The 
Commission is publishing this notice to solicit comments on the 
proposed rule 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 reflect in the Exchange's governing 
documents and the Exchange's rulebook, changes to the Exchange's name. 
The text of the proposed rule change is available from the principal 
office of the Exchange, at the Commission's Public Reference Room and 
also on the Exchange's internet website at http://boxoptions.com.

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

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

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

1. Purpose
    The purpose of this filing is to reflect in the Exchange's 
governing documents and the Exchange's rulebook, changes to the 
Exchange's name. On July 19, 2018, the BOX Options Exchange LLC Board 
of Directors approved that the name of BOX Options Exchange LLC be 
changed to ``BOX Exchange LLC'' and that each officer of the Company 
be, and hereby is, authorized and directed to undertake any actions 
required or advisable to carry out the name change, including with 
respect to the SEC and any governmental or third parties. The Exchange 
intends for these changes to be effective upon filing.
    As proposed, references to the Exchange's name will be deleted and 
revised to state the new name, as described more fully below. No other 
substantive changes are being proposed in this filing. The Exchange 
represents that these changes are concerned solely with the 
administration of the Exchange and do not affect the meaning, 
administration, or enforcement of any rules of the Exchange or the 
rights, obligations, or privileges of Exchange members or their 
associated persons in any way. Accordingly, this filing is being 
submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the

[[Page 44321]]

marked name changes, the Exchange represents that it will make the 
necessary non-substantive revisions described below to the Exchange's 
corporate governance documents and rulebook, and post updated versions 
of each on the Exchange's website pursuant to Rule 19b-4(m)(2).
The Exchange's Name Change
    In connection with the name change of the Exchange, the Exchange is 
proposing to amend the Exchange's operative documents. Therefore, the 
Exchange proposes to amend the Exchange's Certificate of Amendment 
[sic] (the ``Exchange Certificate''), the Exchange's Limited Liability 
Company Agreement (the ``Exchange LLC Agreement''), the Exchange's 
Bylaws and the Exchange's Rules (collectively ``operative documents'') 
in connection with the name change of the Exchange. Within these 
documents the Exchange proposes to delete all references to BOX Options 
Exchange LLC and replace it with ``BOX Exchange LLC.''
    In connection with the name change, the Exchange is also proposing 
to make non-substantive conforming changes to the BOX Holdings LLC 
Agreement and BOX Market LLC Agreement. Specifically, the Exchange 
proposes to delete all references to BOX Options Exchange LLC and 
replace it with ``BOX Exchange LLC'' in these documents.
Other Changes to the Exchange LLC Agreement
    Lastly, the Exchange is also proposing to make other administrative 
changes in the Exchange LLC Agreement:

--Amend the preamble of the LLC Agreement and remove references to the 
Members of the Exchange. All Members are already detailed in Schedule 1 
of the Exchange LLC Agreement.
--Amend the definition of ``Member'' in Article 1 to conform to the 
changes made in the preamble.
--Amend the definition of ``MXUS2'' to conform to the changes made in 
the preamble.
--Amend Section 18.3 (Notices) to update the notification requirements 
for Members.
--Amend Schedule 1 of the LLC Agreement to conform changes to the Unit 
Holders and applicable Economic Units, Economic Percentage Interest, 
Voting Units and Voting Percentage Interest already in place.\3\
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    \3\ See Securities Exchange Act Release Nos. 67273 (June 27, 
2012), 77 FR 39547 (July 3, 2012) (SR-BOX-2012-008), 74267 (February 
12, 2015), 80 FR 8913 (February 19, 2015) (SR-BOX-2015-009), 74477 
(March 11, 2015), 80 FR 13932 (March 17, 2015) (SR-BOX-2015-14).
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\4\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(1) \5\ in that it enables the Exchange to be so organized 
as to have the capacity to be able to carry out the purposes of the 
Exchange Act and to comply, and to enforce compliance by its exchange 
members and persons associate with its exchange members, with the 
provisions of the Exchange Act, the rules and regulations thereunder, 
and the rules of the Exchange.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(1).
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    In particular, the proposed change is a non-substantive change and 
does not impact the governance, ownership or operations of the 
Exchange. The Exchange believes that by ensuring that the Exchanges 
operative documents accurately reflect the new legal names, the 
proposed rule change would reduce potential investor or market 
participant confusion.
    Further, the Exchange believes that the changes to the Exchange LLC 
Agreement would 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 because the change would 
eliminate duplicate references to the Members and make conforming 
changes to the ownership details that are already in place, thereby 
reducing potential confusion. Market participants and investors would 
not be harmed and in fact could benefit from the increased clarity and 
transparency in the Exchange LLC Agreement, ensuring that market 
participants could more easily understand the Exchange LLC Agreement.

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 proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with updating the Exchange's governance and operative documents 
to reflect the abovementioned name changes.

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

    This proposed rule change is filed pursuant to paragraph (A) of 
section 19(b)(3) of the Exchange Act \6\ and Rule 19b-4(f)(3) 
thereunder in that the proposed rule changes is concerned solely with 
the administration of the Exchange.\7\
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. 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-BOX-2018-25 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-2018-25. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements

[[Page 44322]]

with respect to the proposed rule change that are filed with the 
Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, on official business days 
between the hours of 10:00 a.m. and 3:00 p.m., located at 100 F Street 
NE, Washington, DC 20549. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BOX-2018-25 and should be 
submitted on or before September 20, 2018.

    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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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18785 Filed 8-29-18; 8:45 am]
BILLING CODE 8011-01-P