[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