[Federal Register Volume 80, Number 29 (Thursday, February 12, 2015)]
[Notices]
[Pages 7897-7899]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-02897]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-74225; File No. SR-MIAX-2015-05]
Self-Regulatory Organizations; Miami International Securities
Exchange LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Modify the Closing Date of the Equity Rights
Program
February 6, 2015.
Pursuant to the provisions of 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 January 27, 2015, Miami International
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change as described in Items I, II, and III 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 is filing a proposal to modify the closing date of the
equity rights program. The text of the proposed rule change is
available on the Exchange's Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at MIAX's principal office, 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 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 January 6, 2015, the Exchange filed a rule change to implement
an
[[Page 7898]]
equity rights program (``Program'') pursuant to which units
representing the right to acquire equity in the Exchange's parent
holding company, Miami International Holdings, Inc. (``MIH'') would be
issued to a participating Member in exchange for payment of an initial
purchase price or the prepayment of certain transaction fees and the
achievement of certain liquidity volume thresholds on the Exchange over
a 29-month period.\3\ All applicants are subject to the same
eligibility and designation criteria, and all participant Members
participate in the Program on the same terms, conditions and
restrictions. To be designated as a participant Member, an applicant
must: (i) Be a Member in good standing of MIAX; (ii) qualify as an
``accredited investor'' as such term is defined in Regulation D of the
Securities Act of 1933; and (iii) have executed all required
documentation for Program participation. Participant Members must have
executed the definitive documentation, satisfied the eligibility
criteria required of Program participants enumerated above, and
tendered the minimum cash investment or prepayment of fees by January
27, 2015, with a closing to occur on January 30, 2015.
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\3\ See Securities Exchange Act Release No. 74095 (January 20,
2015), 80 FR 4011 (January 26, 2015) (SR-MIAX-2015-02).
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Because all prospective participant Members are not able to execute
the definitive documentation, satisfy the eligibility criteria required
of Program participants, and tender the minimum cash investment or
prepayment of fees by the January 27, 2015 deadline, the Exchange
proposes to make a reasonable accommodation to all prospective
participant Members. Accordingly, the Exchange proposes to extend the
deadline, by which Participant Members must have executed the
definitive documentation, satisfied the eligibility criteria required
of Program participants, and tendered the minimum cash investment or
prepayment of fees must be submitted [sic] to the Exchange, by 3 days
to January 30, 2015, with a closing to occur on February 2, 2015. The
Exchange will initiate the measurement period on February 1, 2015, as
previously prescribed.\4\ This extension will allow all Members
desiring to participate in the Program to subscribe. In making such
accommodation, no prospective Participant Member will be impaired in
their ability to participate in the Program.
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\4\ See id.
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2. Statutory Basis
The Exchange believes that its proposed rule change is consistent
with section 6(b) of the Act \5\ in general, and furthers the
objectives of section 6(b)(5) of the Act \6\ in particular, in that it
is designed 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 facilitating
transactions in securities, to remove impediments to and perfect the
mechanisms of a free and open market and a national market system and,
in general, to protect investors and the public interest. Additionally,
the Exchange believes the proposed rule change is consistent with the
section 6(b)(5) of the Act \7\ requirement that the rules of an
exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange also believes the
proposed rule change is consistent with section 6(b)(4) of the Act,\8\
which requires that Exchange rules provide for the equitable allocation
of reasonable dues, fees, and other charges among its members and other
persons using its facilities.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
\7\ 15 U.S.C. 78f(b)(5).
\8\ 15 U.S.C. 78f(b)(4).
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In particular, the proposed rule change is reasonable, equitable
and not unfairly discriminatory because it proposes to make a
reasonable accommodation to all prospective participant Members who
wish to participate in the Program. This will ensure that no
prospective participant Member to the Program would be impaired in
their ability to participate in the Program.
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. The Exchange believes that the
proposed rule change will improve competition by allowing all market
participants to subscribe to the Program.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to section
19(b)(3)(A)(ii) of the Act.\9\ 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.
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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 email to [email protected]. Please include
File Number SR-MIAX-2015-05 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-MIAX-2015-05. 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.,
[[Page 7899]]
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 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-MIAX-2015-05 and
should be submitted on or before March 5, 2015. 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).
Brent J. Fields,
Secretary.
[FR Doc. 2015-02897 Filed 2-11-15; 8:45 am]
BILLING CODE 8011-01-P