Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Implement a Restricted Stock Units Incentive Program

----------------------------------------------------------- TXSE notes that the Exchange operates in a highly competitive marketplace for the listing of companies.\11\ The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. The Exchange believes that the ever-shifting market share among exchanges with respect to new listings and the transfer of existing listings between competitor exchanges demonstrates that issuers can choose different listing markets in response to fee changes and this proposal is designed to help the Exchange both compete for new listings and retain existing listings. Moreover, new competitors, such as the Exchange, can enter the space, as well as existing exchanges currently without listing programs and new fee arrangements, such as Rodeo II, act to further enhance new entrants' ability to compete in the listings business. Accordingly, competitive forces constrain the Exchange's listing fees and incentive programs like Rodeo II can have a direct effect on the ability of TXSE to compete for new listings and retain existing listings. --------------------------------------------------------------------------- \11\ The Justice Department has noted the intense competitive environment for exchange listings. See ``NASDAQ OMX Group Inc. and Intercont