[Federal Register Volume 75, Number 235 (Wednesday, December 8, 2010)]
[Notices]
[Pages 76502-76503]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30829]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63405; File No. SR-NSX-2010-15]
Self-Regulatory Organizations; National Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Effectuate an Amendment to Bylaws of NSX Holdings, Inc.
December 1, 2010.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on November 19, 2010, National Stock Exchange, Inc. filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change, as described in Items I and II below, which Items have been
prepared by the Exchange. The 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
National Stock Exchange, Inc. (``NSX[supreg] '' or ``Exchange'') is
proposing to effectuate an amendment to the bylaws of its parent
holding company, NSX Holdings, Inc., to extend the expiration date,
from December 31, 2010 to December 31, 2015, of a right of first
refusal in the bylaws covering the transfer of Holdings shares.
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
With this rule change, the Exchange is proposing to effectuate an
amendment to the bylaws of its parent holding company, NSX Holdings,
Inc. (``Holdings''), to extend the expiration date of a right of first
refusal regarding the transfer of Holdings shares from December 31,
2010 until December 31, 2015.
Holdings is the sole stockholder of the Exchange. Holdings is a
privately-held company and there is no public market for its shares.
Pursuant to section 9.6 of Holdings' bylaws, shares of Holdings may not
be sold, transferred, assigned, pledged or otherwise disposed of
without complying with transfer restrictions contained in Holdings'
charter and bylaws. The bylaws generally provide that stockholders may
not transfer less than 1,000 shares in any one transfer, unless the
stockholder is transferring all of the Holdings shares it owns. The
bylaws also grant Holdings a right of first refusal to acquire shares a
stockholder intends to sell or transfer. This right of first refusal
does not apply (a) If the transferee is an affiliate of the transferor,
(b) if the transferee is already a stockholder of Holdings, (c) if the
transfer is by bequest, operation of law or judicial decree upon the
death, legal disability, bankruptcy, or divorce/annulment/dissolution
of marriage of a stockholder, or (d) after December 31, 2010.\3\
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\3\ Shares of Holdings have not been registered under the
Securities Act of 1933 or any state securities laws. As a result,
they may be transferred only pursuant to an effective registration
statement, or upon delivery to Holdings of an opinion of counsel
that the transfer is exempt from such registration requirements and
the delivery of documentation necessary to demonstrate that the
transfer is exempt. Stockholders who wish to sell or transfer
shares, or who have questions concerning sale or transfer
restrictions, are encouraged to consult their legal counsel.
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On October 6, 2010, the Holdings Board of Directors approved,
subject to any required Securities and Exchange Commission
(``Commission'') approval, an amendment to Holdings' bylaws to extend
the expiration date for the right of first refusal referenced above
from December 31, 2010 until December 31, 2015. Accordingly, the
instant rule filing proposes to effectuate an amendment to Holdings'
bylaws that would extend the right of first refusal until December 31,
2015.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) of the Act,\4\ in general, and
Section 6(b)(4) of the Act,\5\ in particular, in that it is designed,
among other things, to promote clarity, transparency and full
disclosure, in so doing, to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, 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. Moreover, the proposed rule change
is not discriminatory in that it affects only the rights of Holdings
shareholders; qualification of, and trading privileges resulting from,
ETP Holder status is unrelated to and independent of a person's or
entity's status as a Holdings shareholder.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any inappropriate burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The proposed rule change will not be operative until 30 days after
the date of filing (or such shorter time as the Commission may
designate) pursuant to Section 19(b)(3)(A)(ii) of the Act \6\ and
subparagraph (f)(6) of Rule 19b-4 \7\ thereunder, because the proposal
is ``non-controversial'' and: (1) Does not significantly affect the
protection of investors or the public interest; (2) does not impose any
significant burden on competition; and (3) does not become operative
for 30 days from the date of filing, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest; provided that the self-regulatory organization
has given the
[[Page 76503]]
Commission written notice of its intent to file the proposed rule
change at least five business days prior to the filing date of the
proposed rule change.\8\ Pursuant to Rule 19b-4(f)(6)(iii) under the
Act,\9\ the Commission may designate a shorter time period if such
action is consistent with the protection of investors and the public
interest. At any time within sixty (60) days of the filing of such
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.
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\6\ 15 U.S.C. 78s(b)(3)(A)(ii).
\7\ 17 CFR 240.19b-4.
\8\ As required under Rule 19b-4(f)(6)(iii), NSX provided the
Commission with written notice of its intent to file the proposed
rule change at least five business days prior to the filing date.
\9\ 17 CFR 19b-4(f)(6)(iii).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an E-mail to [email protected]. Please include
File No. SR-NSX-2010-15 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NSX-2010-15. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the NSX. 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-2010-15 and should be submitted by December 29,
2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-30829 Filed 12-7-10; 8:45 am]
BILLING CODE 8011-01-P