Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by NYSE Arca, Inc. Adding 75 Options Classes to the Penny Pilot Program

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62031; File No. SR-NYSEArca-2010-39]

Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by NYSE Arca, Inc. Adding 75 Options Classes to the Penny Pilot Program

May 4, 2010.

Pursuant to Section 19(b)(1)

1

of the Securities Exchange Act of 1934 (the “Act”)

2

and Rule 19b-4 thereunder,

3

notice is hereby given that, on April 28, 2010, NYSE Arca, Inc. (“NYSE Arca” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

1

15 U.S.C.78s(b)(1).

2

15 U.S.C. 78a.

3

17 CFR 240.19b-4.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to designate 75 options classes to be added to the Penny Pilot Program for Options (“Penny Pilot” or “Pilot”) on May 3, 2010. There are no changes to the rule text. A copy of this filing is available on the Exchange's Web site at

http://www.nyse.com,

at the Exchange'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 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 those 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

NYSE Arca proposes to identify the next 75 options classes to be added to the Penny Pilot effective May 3, 2010. The Exchange recently received approval to extend and expand the Pilot through December 31, 2010.

4

In that filing, the Exchange had proposed expanding the Pilot on a quarterly basis to add the next 75 most actively traded multiply listed options classes based on national average daily volume for the six months prior to selection, closing under $200 per share on the Expiration Friday prior to expansion, except that the month immediately preceding their addition to the Penny Pilot will not be

used for the purpose of the six month analysis.

5

4

See

Exchange Act Release No. 60711 (September 23, 2009), 74 FR 49419 (September 28, 2009) (order approving SR-NYSEArca-2009-44).

5

Index products would be included in the expansion if the underlying index level was under 200.

NYSE Arca proposes adding the following 75 options classes to the Penny Pilot on May 3, 2010, based on national average daily volume from October 1, 2009 through March 31, 2010:

Nat'l Ranking

Symbol

Security name

153

XLV

Health Care Select Sector SPDR Fund.

155

CIEN

Ciena Corp.

157

AMLN

Amylin Pharmaceuticals Inc.

158

CTIC

Cell Therapeutics Inc.

159

MDT

Medtronic Inc.

162

TIVO

TiVo Inc.

163

MNKD

MannKind Corp.

171

MDVN

Medivation Inc.

176

BRKB

Berkshire Hathaway Inc.

178

APOL

Apollo Group Inc.

181

BSX

Boston Scientific Corp.

185

XLY

Consumer Discretionary Sel. Sec. SPDR Fund.

188

CLF

Cliffs Natural Resources Inc.

190

ZION

Zions Bancorporation.

194

IOC

InterOil Corp.

197

ITMN

InterMune Inc.

204

GME

GameStop Corp.

209

XLK

Technology Select Sector SPDR Fund.

210

AKS

AK Steel Holding Corp.

212

GRMN

Garmin Ltd.

213

MRVL

Marvell Technology Group Ltd.

215

XLP

Consumer Staples Select Sector SPDR Fund.

216

UNP

Union Pacific Corp.

220

DTV

DIRECTV.

223

WMB

Williams Cos Inc/The.

225

MEE

Massey Energy Co.

227

CELG

Celgene Corp.

229

GMCR

Green Mountain Coffee Roasters Inc.

231

WDC

Western Digital Corp.

234

DAL

Delta Air Lines Inc.

235

FXE

CurrencyShares Euro Trust.

237

COST

Costco Wholesale Corp.

239

MJN

Mead Johnson Nutrition Co.

240

ALL

Allstate Corp/The.

241

SII

Smith International Inc.

242

RTN

Raytheon Co.

243

DVN

Devon Energy Corp.

244

MT

ArcelorMittal.

247

JCP

JC Penney Co Inc.

248

ACL

Alcon Inc.

249

STP

Suntech Power Holdings Co Ltd.

250

TLB

Talbots Inc.

251

SYMC

Symantec Corp.

253

AMED

Amedisys Inc.

255

TM

Toyota Motor Corp.

257

HK

Petrohawk Energy Corp.

258

ENER

Energy Conversion Devices Inc.

259

STT

State Street Corp.

260

BHP

BHP Billiton Ltd.

261

NFLX

NetFlix Inc.

262

LDK

LDK Solar Co Ltd.

263

SPG

Simon Property Group Inc.

264

TIF

Tiffany & Co.

265

BUCY

Bucyrus International Inc.

266

WAG

Walgreen Co.

268

IP

International Paper Co.

271

XME

SPDR S&P Metals & Mining ETF.

272

KGC

Kinross Gold Corp.

273

EP

El Paso Corp.

274

SEED

Origin Agritech Ltd.

275

WIN

Windstream Corp.

279

DHI

DR Horton Inc.

280

ADBE

Adobe Systems Inc.

281

PCX

Patriot Coal Corp.

282

SPWRA

SunPower Corp.

284

LCC

US Airways Group Inc.

285

PRU

Prudential Financial Inc.

286

LEN

Lennar Corp.

287

EWT

iShares MSCI Taiwan Index Fund.

288

KBH

KB Home.

289

CREE

Cree Inc.

290

SIRI

Sirius XM Radio Inc.

291

MMR

McMoRan Exploration Co.

292

CENX

Century Aluminum Co.

293

GFI

Gold Fields Ltd.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with and furthers the objectives of Section 6(b)(5) of the Act, in that it is designed to promote just and equitable principles of trade, 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, by identifying the options classes to be added to the Pilot in a manner consistent with prior approvals and filings.

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 that is 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

The proposed rule change is effective upon filing pursuant to Section 19(b)(3)(A)(i)

6

of the Act and Rule 19b-4(f)(1)

7

thereunder, in that it constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule of the Exchange. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate 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.

6

15 U.S.C. 78s(b)(3)(A)(i).

7

17 CFR 240.19b-4(f)(1).

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

rule-comments@sec.gov.

Please include File Number SR-NYSEArca-2010-39 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-NYSEArca-2010-39. 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 copying in the Commission's Public Reference Section, 100 F Street, NE., Washington, DC 20549-1090 on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing will also be available for inspection and copying at NYSE Arca's principal office. 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-NYSEArca-2010-39 and should be submitted on or before June 1, 2010.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.

8

8

17 CFR 200.30-3(a)(12).

Florence E. Harmon,

Deputy Secretary.

[FR Doc. 2010-11093 Filed 5-10-10; 8:45 am]

BILLING CODE 8010-01-P