[Federal Register Volume 77, Number 128 (Tuesday, July 3, 2012)]
[Notices]
[Pages 39547-39551]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-16213]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67273; File No. SR-BOX-2012-008]


Self-Regulatory Organizations; BOX Options Exchange LLC; Notice 
of Filing and Immediate Effectiveness of Proposed Rule To Amend the BOX 
Options Exchange LLC Limited Liability Company Agreement and the BOX 
Holdings Group LLC Limited Liability Company Agreement

June 27, 2012.
    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 June 21, 2012, 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 Exchange 
filed the proposed rule change pursuant to Section 19(b)(3)(A) of the 
Act,\3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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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 each of the Limited Liability 
Company Agreement of the Exchange (the ``Exchange LLC Agreement'') and 
the Limited Liability Company Agreement (the ``BOX Holdings LLC 
Agreement'') of BOX Holdings Group LLC (``BOX Holdings''), in 
connection with the proposed acquisition of TMX Group Inc., a company 
incorporated in Ontario, Canada (``TMX Group'') by Maple Group 
Acquisition Corporation, a company incorporated in Ontario, Canada 
(``Maple''). The text of the proposed rule change is available from the 
principal office of the Exchange, at

[[Page 39548]]

the Commission's Public Reference Room and also on the Exchange's 
Internet Web site at www.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
    On April 27, 2012, the Commission granted the Exchange's 
Application for Registration as a National Securities Exchange, 
including the adoption of the Exchange LLC Agreement and the adoption 
of the BOX Holdings LLC Agreement.\5\
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    \5\ See Securities Exchange Act Release No. 66871 (April 27, 
2012) 77 FR 26323 (May 3, 2012) (File 10-206) (granting the 
application of BOX Options Exchange LLC for registration as a 
National Securities Exchange).
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    Currently, Montreal Exchange Inc., a company incorporated in 
Quebec, Canada (``MX''), is a direct subsidiary of TMX Group. MX US 2, 
Inc., a Delaware corporation and indirect, wholly owned subsidiary of 
MX (``MXUS2''), holds a 40% Economic Percentage Interest (as defined 
below) and 20% Voting Percentage Interest (as defined below) in the 
Exchange and a 53.83% ownership interest in BOX Holdings. Accordingly, 
MXUS2 is subject to, and a party to, each of the Exchange LLC Agreement 
and the BOX Holdings LLC Agreement.
    The Exchange is submitting the proposed rule change to the 
Commission to amend each of the Exchange LLC Agreement and the BOX 
Holdings LLC Agreement pursuant to the respective proposed Instruments 
of Accession in connection with the Acquisition (as defined below).
    Maple's investors comprise Alberta Investment Management 
Corporation, Caisse de d[eacute]p[ocirc]t et placement du 
Qu[eacute]bec, Canada Pension Plan Investment Board, CIBC World Markets 
Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., 
Fonds de solidarit[eacute] des travailleurs du Qu[eacute]bec (F.T.Q.), 
GMP Capital Inc., The Manufacturers Life Insurance Company, National 
Bank Financial & Co. Inc., Ontario Teachers' Pension Plan Board, Scotia 
Capital Inc. and TD Securities Inc. (collectively, the ``Investors''). 
All of the Investors or their respective affiliates currently own 
common shares of Maple (the ``Maple Shares''). Each of the Investors 
currently owns less than 12% of Maple. The Maple Shares are currently 
privately held, not listed on any recognized exchange and not qualified 
for public distribution. However, after the completion of the second 
step of the Acquisition, the Maple Shares will be freely tradable 
(subject to 5-year contractual standstill arrangements to which some of 
the Investors have agreed to comply) and will be listed for trading on 
Toronto Stock Exchange. Following the Acquisition, each of the 
Investors will own less than 9% of Maple and current shareholders of 
TMX Group will own at least 26% of Maple.
    The Acquisition will be effected in two steps: (1) an offer (the 
``Offer'') by Maple to the shareholders of TMX Group to exchange a 
minimum of 70% and a maximum of 80% of the outstanding common shares of 
TMX Group (``TMX Group Shares'') for cash, and (2) a subsequent 
transaction pursuant to a court-approved ``plan of arrangement'' \6\ 
whereby TMX Group shareholders whose TMX Group Shares have not been 
acquired under the Offer will receive Maple Shares in exchange for 
their TMX Group Shares (the ``Subsequent Arrangement'', and 
collectively with the Offer, the ``Acquisition''). The Offer is set to 
expire on July 31, 2012, unless extended in accordance with the terms 
thereof and, subject to the terms and the conditions of the Offer, 
Maple will pay for TMX Group Shares validly deposited under the Offer 
and not properly withdrawn, within ten days after the expiration of the 
Offer. If the Offer is successful, Maple will use its best efforts to 
complete the Subsequent Arrangement within 35 days after the expiration 
of the Offer.
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    \6\ A ``plan of arrangement'' is a statutory procedure available 
under the Business Corporations Act (Ontario) as well as under the 
Canada Business Corporations Act and other provincial business 
corporations statutes. Where a corporation wishes to combine (or to 
make any other ``fundamental change'') but cannot achieve the result 
it wants under another section of the statute, it can apply to the 
court for an order approving a proposed ``plan of arrangement''.
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    As a result of the Acquisition, if successful, TMX Group will 
become a direct, wholly owned subsidiary of Maple. Consequently, MXUS2 
(including MXUS2's 40% Economic Percentage Interest and 20% Voting 
Percentage Interest in the Exchange and MXUS2's 53.83% ownership 
interest in BOX Holdings LLC) will become an indirect, wholly owned 
subsidiary of Maple. The Offer is subject to several conditions, 
including certain regulatory approvals, including, but not limited to, 
certain approvals from the Ontario Securities Commission, 
Autorit[eacute] des march[eacute]s financiers (Qu[eacute]bec), Alberta 
Securities Commission, British Columbia Securities Commission, 
Competition Bureau (Canada) and the Commission.
    Maple has developed a preliminary business plan that it anticipates 
would be implemented upon completion of the Acquisition. The operations 
of each of MX and TMX Group will continue to be located in the same 
province in which it is currently located, and each will remain subject 
to its existing regulatory framework and oversight, including any 
changes to the recognition orders governing MX and TMX Group and 
additional undertakings that may be required by Canadian securities 
regulators as a condition of approving the Acquisition. MXUS2's 
management of its ownership interests in each of the Exchange and BOX 
Holdings will remain essentially unaffected by the Acquisition. 
Ownership of interests in the Exchange and BOX Holdings through TMX 
Group, MX and MXUS2 will not be affected by the Acquisition and the 
ability of TMX Group, MX and MXUS2 to influence the Exchange and BOX 
Holdings will not change as a result of, the Acquisition.
    Pursuant to Section 7.3(h) of the Exchange LLC Agreement, as 
previously approved by the Commission, the Exchange is required to 
amend the Exchange LLC Agreement to make a Controlling Person \7\ a 
party to the Exchange LLC Agreement if such Controlling Person 
establishes a Controlling Interest \8\ in any member of the Exchange 
that, alone or together with any Related Persons \9\ of such

[[Page 39549]]

member of the Exchange, holds an Economic Percentage Interest \10\ or 
Voting Percentage Interest \11\ in the Exchange equal to or greater 
than 20%.\12\ Therefore, since Maple is acquiring a Controlling 
Interest in TMX Group, whose wholly owned indirect subsidiary, MXUS2, 
owns a 40% Economic Percentage Interest and a 20% Voting Percentage 
Interest in the Exchange, Maple, as a Controlling Person, is required 
to be, and will become, a party to the Exchange LLC Agreement pursuant 
to the proposed Exchange Instrument of Accession. As a result, Maple 
will agree to abide by all the provisions of the Exchange LLC 
Agreement, including those provisions requiring submission to the 
jurisdiction of the Commission.\13\ The Exchange proposes to make this 
proposal operative upon the successful completion of the Offer, which 
is currently scheduled to expire on July 31, 2012.
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    \7\ A ``Controlling Person'' is defined as ``a Person who, alone 
or together with any Related Persons of such Person, holds a 
controlling interest in [an Exchange] Member.'' See Section 
7.3(h)(v)(B), Exchange LLC Agreement.
    \8\ A ``Controlling Interest'' is defined as ``the direct or 
indirect ownership of 25% or more of the total voting power of all 
equity securities of [an Exchange] Member (other than voting rights 
solely with respect to matters affecting the rights, preferences, or 
privileges of a particular class of equity securities), by any 
Person, alone or together with any Related Persons of such Person.'' 
See Section 7.3(h)(v)(A), Exchange LLC Agreement.
    \9\ A ``Related Person'' is defined as, ``with respect to any 
Person: (A) Any Affiliate of such Person; (B) any other Person with 
which such first Person has any agreement, arrangement or 
understanding (whether or not in writing) to act together for the 
purpose of acquiring, voting, holding or disposing of Units; (C) in 
the case of a Person that is a company, corporation or similar 
entity, any executive officer (as defined under Rule 3b-7 under the 
Exchange Act) or director of such Person and, in the case of a 
Person that is a partnership or limited liability company, any 
general partner, managing member or manager of such Person, as 
applicable; (D) in the case of any BOX Options Participant who is at 
the same time a broker-dealer, any Person that is associated with 
the BOX Options Participant (as determined using the definition of 
``person associated with a member'' as defined under Section 
3(a)(21) of the Exchange Act); (E) in the case of a Person that is a 
natural person and a BOX Options Participant, any broker or dealer 
that is also a BOX Options Participant with which such Person is 
associated; (F) in the case of a Person that is a natural person, 
any relative or spouse of such Person, or any relative of such 
spouse who has the same home as such Person or who is a director or 
officer of the Exchange or any of its parents or subsidiaries; (G) 
in the case of a Person that is an executive officer (as defined 
under Rule 3b-7 under the Exchange Act) or a director of a company, 
corporation or similar entity, such company, corporation or entity, 
as applicable; and (H) in the case of a Person that is a general 
partner, managing member or manager of a partnership or limited 
liability company, such partnership or limited liability company, as 
applicable.'' See Section 1.1, Exchange LLC Agreement.
    An ``Affiliate'' is defined as, ``with respect to any Person, 
any other Person controlling, controlled by or under common control 
with, such Person. As used in this definition, the term ``control'' 
means the possession, directly or indirectly, of the power to direct 
or cause the direction of the management and policies of a Person, 
whether through the ownership of voting securities, by contract or 
otherwise with respect to such Person. A Person is presumed to 
control any other Person, if that Person: (i) Is a director, general 
partner, or officer exercising executive responsibility (or having 
similar status or performing similar functions); (ii) directly or 
indirectly has the right to vote 25 percent or more of a class of 
voting security or has the power to sell or direct the sale of 25 
percent or more of a class of voting securities of the Person; or 
(iii) in the case of a partnership, has contributed, or has the 
right to receive upon dissolution, 25 percent or more of the capital 
of the partnership.'' See Section 1.1, Exchange LLC Agreement.
    A ``BOX Options Participant'' is defined as, ``a firm or 
organization that is registered with the Exchange pursuant to the 
2000 Series of the BOX Rules for purposes of participating in 
options Trading on the BOX Market as an order flow provider or 
market maker.'' See Section 1.1, Exchange LLC Agreement.
    \10\ The ``Economic Percentage Interest'' is defined as ``the 
ratio of the number of Economic Units held by the [Exchange] Member, 
directly or indirectly, of record or beneficially, to the total of 
all of the issued and outstanding Economic Units held by [Exchange] 
Members, expressed as a percentage.'' See Section 1.1, Exchange LLC 
Agreement.
    \11\ The ``Voting Percentage Interest'' is defined as ``the 
ratio of the number of Voting Units held by the [Exchange] Member, 
directly or indirectly, of record or beneficially, to the total of 
all of the issued and outstanding Voting Units held by [Exchange] 
Members, expressed as a percentage.'' See Section 1.1, Exchange LLC 
Agreement.
    \12\ See Section 7.3(h)(i), Exchange LLC Agreement.
    \13\ The Exchange LLC Agreement states, in part, that ``the 
[Exchange] Members and the officers, directors, employees and agents 
of each, by virtue of their acceptance of such positions, shall be 
deemed to irrevocably submit to the jurisdiction of the U.S. federal 
courts and the SEC, for the purposes of any suit, action or 
proceeding pursuant to U.S. federal securities laws, the rules or 
regulations thereunder, arising out of, or relating to, activities 
of the Exchange or this Section 18.6, (except that such 
jurisdictions shall also include Delaware state courts for any such 
matter relating to the organization or internal affairs of the 
Exchange) and shall be deemed to waive, and agree not to assert by 
way of motion, as a defense or otherwise in any such suit, action or 
proceeding, any claims that they are not personally subject to the 
jurisdiction of the U.S. federal courts, the SEC or Delaware state 
courts, as applicable, that the suit, action or proceeding is an 
inconvenient forum or that the venue of the suit, action or 
proceeding is improper, or that the subject matter hereof may not be 
enforced in or by such courts or agency.'' See Section 18.6(b), 
Exchange LLC Agreement.
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    Pursuant to Section 7.4(g) of the BOX Holdings LLC Agreement, as 
previously approved by the Commission, BOX Holdings is required to 
amend the BOX Holdings LLC Agreement to make a Controlling Person \14\ 
a party to the BOX Holdings LLC Agreement if such Controlling Person 
establishes a Controlling Interest \15\ in any member of BOX Holdings 
that, alone or together with any Related Persons \16\ of such member of 
BOX Holdings, holds a Percentage Interest \17\ in BOX Holdings equal to 
or greater than 20%.\18\ Therefore, since Maple is acquiring a 
Controlling Interest in TMX Group, whose wholly owned indirect 
subsidiary, MXUS2, owns a 53.83% ownership interest in BOX Holdings, 
Maple, as a Controlling Person, is required to be, and will become, a 
party to the BOX Holdings LLC Agreement pursuant to the proposed BOX 
Holdings Instrument of Accession. As a result, Maple will agree to 
abide by all the provisions of the BOX Holdings LLC

[[Page 39550]]

Agreement, including those provisions requiring submission to the 
submission to the jurisdiction of the Commission.\19\ BOX Holdings 
proposes to make this proposal operative upon the successful completion 
of the Offer, which is currently scheduled to expire on July 31, 2012.
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    \14\ A ``Controlling Person'' is defined as ``a Person who, 
alone or together with any Related Persons of such Person, holds a 
controlling interest in [a BOX Holdings] Member.'' See Section 
7.4(g)(v)(B), BOX Holdings LLC Agreement.
    \15\ A ``Controlling Interest'' is defined as ``the direct or 
indirect ownership of 25% or more of the total voting power of all 
equity securities of a[n Exchange] Member (other than voting rights 
solely with respect to matters affecting the rights, preferences, or 
privileges of a particular class of equity securities), by any 
Person, alone or together with any Related Persons of such Person.'' 
See Section 7.4(g)(v)(A), BOX Holdings LLC Agreement.
    \16\ A ``Related Person'' is defined as, ``with respect to any 
Person: (A) Any Affiliate of such Person; (B) any other Person with 
which such first Person has any agreement, arrangement or 
understanding (whether or not in writing) to act together for the 
purpose of acquiring, voting, holding or disposing of Units; (C) in 
the case of a Person that is a company, corporation or similar 
entity, any executive officer (as defined under Rule 3b-7 under the 
Exchange Act) or director of such Person and, in the case of a 
Person that is a partnership or limited liability company, any 
general partner, managing member or manager of such Person, as 
applicable; (D) in the case of any BOX Options Participant who is at 
the same time a broker-dealer, any Person that is associated with 
the BOX Options Participant (as determined using the definition of 
``person associated with a member'' as defined under Section 
3(a)(21) of the Exchange Act); (E) in the case of a Person that is a 
natural person and a BOX Options Participant, any broker or dealer 
that is also a BOX Options Participant with which such Person is 
associated; (F) in the case of a Person that is a natural person, 
any relative or spouse of such Person, or any relative of such 
spouse who has the same home as such Person or who is a director or 
officer of the Exchange or any of its parents or subsidiaries; (G) 
in the case of a Person that is an executive officer (as defined 
under Rule 3b-7 under the Exchange Act) or a director of a company, 
corporation or similar entity, such company, corporation or entity, 
as applicable; and (H) in the case of a Person that is a general 
partner, managing member or manager of a partnership or limited 
liability company, such partnership or limited liability company, as 
applicable.'' See Section 1.1, BOX Holdings LLC Agreement.
    An ``Affiliate'' is defined as, ``with respect to any Person, 
any other Person controlling, controlled by or under common control 
with, such Person. As used in this definition, the term ``control'' 
means the possession, directly or indirectly, of the power to direct 
or cause the direction of the management and policies of a Person, 
whether through the ownership of voting securities, by contract or 
otherwise with respect to such Person. A Person is presumed to 
control any other Person, if that Person: (i) Is a director, general 
partner, or officer exercising executive responsibility (or having 
similar status or performing similar functions); (ii) directly or 
indirectly has the right to vote 25 percent or more of a class of 
voting security or has the power to sell or direct the sale of 25 
percent or more of a class of voting securities of the Person; or 
(iii) in the case of a partnership, has contributed, or has the 
right to receive upon dissolution, 25 percent or more of the capital 
of the partnership.'' See Section 1.1, BOX Holdings LLC Agreement.
    A ``BOX Options Participant'' is defined as, ``a firm or 
organization that is registered with the Exchange pursuant to the 
2000 Series of the BOX Rules for purposes of participating in 
options Trading on the BOX Market as an order flow provider or 
market maker.'' See Section 1.1, BOX Holdings LLC Agreement.
    \17\ ``Percentage Interest'' is defined as ``the ratio of the 
number of Units held by the Member to the total of all of the issued 
Units, expressed as a percentage and determined with respect to each 
class of Units, whenever applicable.'' See Section 1.1, BOX Holdings 
LLC Agreement.
    \18\ See Section 7.4(g)(i), BOX Holdings LLC Agreement.
    \19\ The BOX Holdings LLC Agreement states, in part, that ``the 
[BOX Holdings] Members and the officers, directors, employees and 
agents of each, by virtue of their acceptance of such positions, 
shall be deemed to irrevocably submit to the jurisdiction of the 
U.S. federal courts, the SEC and the Exchange, for the purposes of 
any suit, action or proceeding pursuant to U.S. federal securities 
laws, the rules or regulations thereunder, arising out of, or 
relating to, activities of the Exchange and BOX Market or Section 
11.1 or this Section 18.6, (except that such jurisdictions shall 
also include Delaware state courts for any such matter relating to 
the organization or internal affairs of BOX Holdings) and shall be 
deemed to waive, and agree not to assert by way of motion, as a 
defense or otherwise in any such suit, action or proceeding, any 
claims that they are not personally subject to the jurisdiction of 
the U.S. federal courts, the SEC, the Exchange or Delaware state 
courts, as applicable, that the suit, action or proceeding is an 
inconvenient forum or that the venue of the suit, action or 
proceeding is improper, or that the subject matter hereof may not be 
enforced in or by such courts or agency.'' See Section 18.6(a), BOX 
Holdings LLC Agreement.
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    For the reasons stated above, the Exchange is submitting to the 
Commission the proposed Instruments of Accession to each of the 
Exchange LLC Agreement and the BOX Holdings LLC Agreement as a rule 
change.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act,\20\ in general, and furthers 
the objectives of Section 6(b)(1),\21\ 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 \22\ 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.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ 15 U.S.C. 78f(b)(5).
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    Additionally, the Exchange notes that the provisions of the 
Exchange LLC Agreement, together with the provisions of the BOX 
Holdings LLC Agreement, each previously approved by the Commission, 
provide a framework for addressing the Acquisition. Accordingly, the 
Exchange believes the Acquisition does not present any novel issues 
that have not been anticipated and addressed by the Exchange LLC 
Agreement and the BOX Holdings 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 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 from 
members, participants or others on 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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-4(f)(6) 
\24\ thereunder.
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(6). 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 Exchange has satisfied this requirement.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay.\25\ The Commission believes that waiver of the operative delay 
is consistent with the protection of investors and the public interest 
because the Acquisition does not present any novel issues that have not 
been anticipated and addressed by the Exchange LLC Agreement and the 
BOX Holdings LLC Agreement. Accordingly, the Commission designates the 
proposal operative upon filing.\26\
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    \25\ 17 CFR 240.19b-4(f)(6)(iii).
    \26\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule change's impact on 
efficiency, competition, and capital formation. 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 Number SR-BOX-2012-008 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-BOX-2012-008. 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

[[Page 39551]]

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-2012-008 and should be 
submitted on or before July 24, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16213 Filed 7-2-12; 8:45 am]
BILLING CODE 8011-01-P