[Federal Register Volume 76, Number 248 (Tuesday, December 27, 2011)]
[Notices]
[Pages 81002-81003]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-33053]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66008; File No. SR-C2-2011-40]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to the Penny Pilot Program

December 20, 2011.
    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 December 15, 2011, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') 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 comments 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

    The Exchange proposes to amend its rules relating to the Penny 
Pilot Program. The text of the proposed rule change is available on the 
Exchange's Web site (http://www.c2exchange.com/Legal/), at the 
Exchange's Office of the Secretary, and at the Commission.

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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Penny Pilot Program is scheduled to expire on December 31, 
2011. C2 proposes to extend the Pilot Program until June 30, 2012. C2 
believes that extending the Pilot Program will allow for further 
analysis of the Pilot Program and a determination of how the Pilot 
Program should be structured in the future.
    During this extension of the Penny Pilot Program, C2 proposes that 
it may replace any option class that is currently included in the Pilot 
Program and that has been delisted with the next most actively-traded, 
multiple-listed option class that is not yet participating in the Pilot 
Program (``replacement class''). Any replacement class would be 
determined based on national average daily volume in the preceding six 
months\3\, and would be added on the second trading day following 
January 1, 2012. C2 will announce to its Permit Holders by circular any 
replacement classes in the Pilot Program.
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    \3\ The month immediately preceding a replacement class's 
addition to the Pilot Program (i.e. December) would not be used for 
purposes of the six-month analysis. Thus, a replacement class to be 
added on the second trading following January 1, 2012 would be 
identified based on The Option Clearing Corporation's trading volume 
data from June 1, 2011 through November 30, 2011.
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    C2 is specifically authorized to act jointly with the other options 
exchanges participating in the Penny Pilot Program in identifying any 
replacement class. C2 will submit to the Securities and Exchange 
Commission (the ``Commission'') reports that will analyze the impact of 
the Pilot Program on market quality and systems capacity for the 
periods October 1, 2011 through March 31, 2012 and April 1 through June 
30, 2012. Each report will include, but not be limited to, the 
following: (1) Data and analysis of the number of quotations generated 
for options included in the report; (2) an assessment of the quotation 
spreads for the options included in the report; (3) an assessment of 
the impact of the Pilot Program on C2's automated systems; (4) data 
reflecting the size and depth of markets; and (5) any capacity problems 
or other problems that arose related to the operation of the Pilot 
Program and how the Exchange addressed them.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
Section 6 of the Act\4\ and the rules and regulations thereunder 
applicable to a national securities exchange and, in particular, the 
requirements of Section 6(b) of the Act\5\. Specifically, the Exchange 
believes that the proposed rule change is consistent with the Section 
6(b)(5) of the Act\6\ requirements that the rules of an exchange be 
designed to promote just and equitable principles of trade, to prevent 
fraudulent and manipulative acts, to remove impediments to and to 
perfect the mechanism for a free and open market and a national market 
system, and, in general, to protect investors and the public interest. 
In particular, the proposed rule change allows for an extension of the 
Penny Pilot Program for the benefit of market participants.
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    \4\ 15 U.S.C. 78f.
    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    C2 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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of 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, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act\7\ and Rule 19b-
4(f)(6)(iii) thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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 notes that the Exchange has satisfied this 
requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \9\ normally 
does not become operative for 30 days after the

[[Page 81003]]

date of filing. However, pursuant to Rule 19b-4(f)(6)(iii) \10\ the 
Commission may 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 so that 
the proposal may become operative immediately upon filing.
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    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Waiving the operative delay will allow the pilot program to continue on 
C2 uninterrupted, which will avoid the investor confusion that could 
result from an interruption in the pilot. For this reason, the 
Commission designates the proposed rule change as operative upon the 
date of this notice.\11\
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    \11\ 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).
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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.

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 No. SR-C2-2011-40 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 No. SR-C2-2011-40. 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 
a.m. and 3 p.m. 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; 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 No. SR-C2-2011-40 and should be 
submitted on or before January 17, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
Kevin M. O'Neill,
Deputy Secretary.
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    \12\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2011-33053 Filed 12-23-11; 8:45 am]
BILLING CODE 8011-01-P