[Federal Register Volume 81, Number 137 (Monday, July 18, 2016)]
[Notices]
[Pages 46734-46737]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16858]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78299; File No. SR-MIAX-2016-20]


Self-Regulatory Organizations; Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend Its Fee Schedule

July 12, 2016.
    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 June 30, 2016, 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 amend the MIAX Options Fee 
Schedule (the ``Fee Schedule'').
    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
    The Exchange proposes to amend its Fee Schedule to assess certain 
existing transaction fees, provide certain existing credits, and to 
afford certain existing discounts, concerning executions stemming from 
unrelated MIAX Market Maker quotes and unrelated MIAX Market Maker 
orders that participate in the MIAX PRIME Auction, as described more 
fully below.
    The Exchange proposes to amend section (1)(a)(i) of the Fee 
Schedule concerning Market Maker \3\ Transaction Fees to exclude volume 
related to certain transaction fees and rebates for Members that 
participate in the price improvement auction (``PRIME Auction'' or 
``PRIME'') pursuant to Exchange Rule 515A,\4\ and to state

[[Page 46735]]

specifically in section (1)(i)(v) of the Fee Schedule that MIAX will 
assess the Responder to PRIME Auction Fee to: (i) A PRIME AOC Response 
that executes against a PRIME Order, and (ii) a PRIME Participating 
Quote or Order (defined below). The Exchange also proposes to amend 
section (1)(a)(v) to afford the same discounted fee to Prime 
Participating Quotes or Orders (defined below) that already applies to 
PRIME AOC Responses, as described more fully below. Under the proposal, 
MIAX will apply the PRIME Break-up credit (defined below) to the 
Electronic Exchange Member (``EEM'') \5\ that submitted the initiating 
PRIME Order for agency contracts that are submitted to the PRIME 
Auction that trade with a PRIME AOC Response or with a PRIME 
Participating Quote or Order (defined below). The Exchange also 
proposes to amend section (1)(b) of the Fee Schedule to state that MIAX 
will not assess a Marketing Fee to Market Makers for contracts executed 
as a PRIME Participating Quote or Order (defined below).
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    \3\ The term ``Market Makers'' refers to ``Lead Market Makers'', 
``Primary Lead Market Makers'' and ``Registered Market Makers'' 
collectively. The term ``Lead Market Maker'' means a Member 
registered with the Exchange for the purpose of making markets in 
securities traded on the Exchange and that is vested with the rights 
and responsibilities specified in chapter VI of the Exchange's Rules 
with respect to Lead Market Makers. When a Lead Market Maker is 
appointed to act in the capacity of a Primary Lead Market Maker, the 
additional rights and responsibilities of a Primary Lead Market 
Maker specified in chapter VI of the Exchange's Rules will apply. 
The term ``Primary Lead Market Maker'' means a Lead Market Maker 
appointed by the Exchange to act as the Primary Lead Market Maker 
for the purpose of making markets in securities traded on the 
Exchange. The Primary Lead Market Maker is vested with the rights 
and responsibilities specified in chapter VI of the Exchange's Rules 
with respect to Primary Lead Market Makers. The term ``Registered 
Market Maker'' means a Member registered with the Exchange for the 
purpose of making markets in securities traded on the Exchange, who 
is not a Lead Market Maker and is vested with the rights and 
responsibilities specified in chapter VI of the Exchange's Rules 
with respect to Registered Market Makers. See Exchange Rule 100.
    \4\ See Exchange Rule 515A. See also Securities Exchange Act 
Release Nos. 71640 (March 4, 2014), 79 FR 13334 (March 10, 2014) 
(SR-MIAX-2014-09) (``Notice''); 72009 (April 23, 2014), 79 FR 24032 
(April 29, 2014) (SR-MIAX-2014-09).
    \5\ The term ``Electronic Exchange Member'' means the holder of 
a Trading Permit who is not a Market Maker. Electronic Exchange 
Members are deemed ``members'' under the Exchange Act. See Exchange 
Rule 100.
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    PRIME is a process by which a Member may electronically submit for 
execution an order it represents as agent (``Agency Order'') against 
principal interest and/or an Agency Order against solicited interest. 
The Agency Order is referred to as a ``PRIME Agency Order'' for 
purposes of Section 1(b) of the Fee Schedule. The Member that submits 
the PRIME Agency Order (the ``Initiating Member'') agrees to guarantee 
the execution of the PRIME Agency Order by submitting a contra-side 
order representing principal interest or solicited interest (``Contra-
side Order'').\6\ When the Exchange receives a properly designated 
Agency Order for Auction processing, a Request for Responses (``RFR'') 
detailing the option, side, size, and initiating price will be sent to 
all subscribers of the Exchange's data feeds. Members may submit 
responses to the RFR (specifying prices and sizes). RFR responses can 
be either an Auction or Cancel (``AOC'') order or an AOC eQuote.\7\
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    \6\ The paired order submitted to PRIME that includes both the 
PRIME Agency Order and the Contra-side Order is referred to as the 
PRIME Order for purposes of the Fee Schedule.
    \7\ See Exchange Rules 515A(a)(2)(i)(D), 516(b)(4), 
517(a)(2)(ii).
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    The Exchange proposes to amend section (1) of the Fee Schedule to 
exclude from the volume determinations in the Market Maker Sliding 
Scale \8\ both PRIME AOC Responses and unrelated MIAX Market Maker 
quotes or unrelated MIAX Market Maker orders that are received during 
the Response Time Interval and executed against the PRIME Order. Such 
unrelated MIAX Market Maker quotes or unrelated MIAX Market Maker 
orders will be referred to as ``PRIME Participating Quotes or Orders'' 
in the Fee Schedule. The Exchange believes that PRIME AOC Responses 
should be excluded from the volume threshold determinations with 
regards to non-PRIME transaction fees because the PRIME Fees set forth 
in section (1)(a)(v) of the Fee Schedule and discussed below are 
distinct from the Market Maker Transaction Fees described in Section 
(1)(a)(i). The volume threshold tiers included in the Market Maker 
Sliding Scale in Section (1)(a) are intended to provide incentive for 
Market Makers to quote aggressively outside of the PRIME Auction and to 
reward volume generated from such quotes, whereas the PRIME Fees do not 
have a sliding scale and are not dependent on percentage volume tiers. 
Instead, transactions by PRIME Responders already are assessed fees 
based upon responses to an Auction notification and are distinguished 
from regular transaction fees that result from different quoting 
behavior. Thus, the Exchange believes that it is appropriate to exclude 
PRIME AOC Responses from the calculation of the volume tier thresholds 
in the Market Maker Sliding Scale.
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    \8\ The MIAX Market Maker Sliding Scale for transaction fees 
reduces a MIAX Market Maker's per contract transaction fee based on 
percentages of total national Market Maker volume of any options 
classes that trade on the exchange during the calendar month. The 
Market Maker Sliding Scale applies to all MIAX Market Makers for 
transactions in all products except mini-options. See Fee Schedule, 
section (1)(a)(i).
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    Similarly, the Exchange believes that PRIME Participating Quotes or 
Orders should also be excluded from the section (1)(a)(i) volume 
determinations in the Market Maker Sliding Scale because a PRIME 
Participating Quote or Order has the same effect as a PRIME AOC 
Response (i.e., it is received during the Response Time Interval and 
executed against the PRIME Order). As described more fully below, PRIME 
Participating Quotes or Orders will be assessed the same Responder to 
PRIME Auction Fees and credits that are assessed and credited to PRIME 
AOC Responses.
    The Exchange proposes to amend section (1)(i)(v) of the Fee 
Schedule to state clearly that MIAX will assess the Responder to PRIME 
Auction Fee to: (i) A PRIME AOC Response that executes against a PRIME 
Order, and (ii) a PRIME Participating Quote or Order.
    Currently, the Exchange assesses PRIME AOC Responses a Responder to 
PRIME Auction Fee of $0.50 per contract for standard options in Penny 
Pilot classes and $0.99 per contract in non-Penny Pilot classes. The 
Exchange is not proposing to amend these fees; the Exchange is simply 
proposing to add clarifying language to section (1)(a)(v) to state that 
MIAX will assess the Responder to PRIME Auction Fee to a PRIME AOC 
Response that executes against a PRIME Order, and add that the 
Responder to PRIME Auction Fee will also apply to a PRIME Participating 
Quote or Order. The Exchange believes it is appropriate to assess the 
same fees to PRIME Participating Quotes or Orders that are assessed to 
Market Maker responders to the PRIME Auction because PRIME 
Participating Quotes or Orders receive the same benefit of trading 
against the PRIME Order. PRIME Participating Quotes or Orders interact 
in the same manner in the PRIME Auction and receive the same Market 
Maker trade allocation as MIAX Market Maker responders to the PRIME 
Auction \9\ despite being submitted outside of the PRIME Auction. The 
Exchange believes that it is fair and reasonable to assess the same 
fees to MIAX Market Makers for all quotes or orders that benefit 
equally from interaction with the PRIME Order, regardless of whether 
they are submitted as PRIME Auction Responses or as PRIME Participating 
Orders or Quotes. The Exchange notes that, while Market Maker 
Transaction Fees described in section (1)(a)(i) may be subject to 
Marketing Fees (as set forth in section (1)(b) of the Fee Schedule and 
discussed below), PRIME AOC Responses and PRIME Participating Quotes or 
Orders will not be subject to Marketing Fees. This treatment of the 
Marketing Fees is consistent with the Exchange's current Fee Schedule 
since the Responder to Prime Auction Fee of $.50 is not subject to 
Marketing Fees.
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    \9\ See Exchange Rule 515A(a)(2)(iii).
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    The Exchange also proposes to include PRIME Participating Quotes or 
Orders in the determination of the Prime Break-up Credit. The PRIME 
Break-up Credit is currently credited on a per contract basis to the 
Initiating EEM for each PRIME Order contract that trades with a PRIME 
AOC Response. The Exchange currently applies a per contract PRIME 
Break-up Credit of $0.25 for Penny Classes, and $0.60 for non-

[[Page 46736]]

Penny Classes, to MIAX Market Makers. The Exchange is not proposing to 
amend these credits; the Exchange is simply proposing that in addition 
to trades with PRIME AOC Responses, MIAX will apply the PRIME Break-up 
Credit to the EEM that submitted the PRIME Order for agency \10\ 
contracts that are submitted to the PRIME Auction that trade with a 
PRIME Participating Quote or Order. The Exchange believes that, just as 
with respect to the PRIME Auction Responder Fees described above, the 
PRIME Break-up Credit should apply to PRIME Participating Quotes or 
Orders because a PRIME Participating Quote or Order serves the same 
function as a PRIME AOC Response (i.e., it is received during the 
Response Time Interval and executed against the PRIME Order). The 
Exchange does not currently apply the PRIME Break-up Credit to the 
Initiating EEM for those PRIME Order contracts that trade with 
unrelated quotes and orders. Other than the proposed change with regard 
to PRIME Participating Quotes or Orders discussed above, the Exchange 
is not proposing any additional change to the application of PRIME 
Break-up Credits. The Exchange will continue its current practice of 
not applying the PRIME Break-up Credit to Initiating EEMs for those 
PRIME Order contracts that trade with unrelated (i.e., non-MIAX Market 
Maker) orders.
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    \10\ The Exchange is proposing to add the word ``agency'' to 
this provision for clarity.
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    The Exchange is also proposing to amend section (1)(a)(v) of the 
Fee Schedule to include PRIME Participating Quotes or Orders in certain 
discounted fees that apply to qualifying Members and affiliates, which 
will be known as the Discounted PRIME Response Fee. The Discounted 
PRIME Response Fee is $0.46 per contract for standard options in Penny 
Pilot classes, and $0.95 per contract for standard options in non-Penny 
Pilot classes.
    The Discounted PRIME Response Fee, which already applies to PRIME 
AOC Responses (currently known as the PRIME AOC Response Fee), would 
apply to any Member or its affiliates of at least 75% common ownership 
between the firms as reflected on each firm's Form BD, Schedule A, that 
qualifies for the Priority Customer Rebate Program \11\ volume tiers 3 
or 4 and submits a PRIME Participating Quote or Order that is received 
during the Response Time Interval and executed against the PRIME Order. 
Members and their affiliates that meet the above criteria qualify for 
the Discounted PRIME Response Fee through activity that falls outside 
of the PRIME Auction (i.e., submitting Priority Customer Orders for 
execution on the Exchange). The Exchange believes that a Member that 
submits a sufficient number Priority Customer Orders to qualify for 
Priority Customer Rebate Program volume tiers 3 or 4 should receive the 
benefit of the Discounted PRIME Response Fee, and the Exchange proposes 
to reward such Members and their qualified affiliates equally for PRIME 
AOC Responses and PRIME Participating Quotes or Orders.
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    \11\ MIAX credits each Member the per contract amount resulting 
from each Priority Customer order transmitted by that Member which 
is executed electronically on the Exchange in all multiply-listed 
option classes (with certain exclusions) provided the Member meets 
certain percentage thresholds in a month as described in the 
Priority Customer Rebate Program table. See Fee Schedule Section 
(1)(a)(iii).
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    The Exchange believes that assessing the Discounted PRIME Response 
Fee to PRIME Participating Quotes or Orders is a fair treatment of 
PRIME Participating Quotes or Orders because it puts them on equal 
footing with PRIME AOC Responses, which serve the same function (i.e., 
execution against PRIME Orders) during the Response Time Interval, and 
qualifying Members and affiliates submitting [sic] The Exchange will 
continue its current practice of not applying the PRIME Break-up Credit 
to Initiating EEMs for those PRIME Order contracts that trade with 
unrelated (non-MIAX Market Maker) orders. should be entitled to the 
same discount [sic]. The Exchange is also proposing to exclude PRIME 
Participating Quotes or Orders from the Marketing Fees described in 
section (1)(b) of the Fee Schedule. Currently, MIAX assesses a 
Marketing Fee to all Market Makers for contracts, including mini 
options, they execute in their assigned classes when the contra-party 
to the execution is a Priority Customer. MIAX will not assess a 
Marketing Fee to Market Makers for contracts executed as a PRIME Agency 
Order, Contra-side Order, Qualified Contingent Cross Order, or a PRIME 
AOC Response in the PRIME Auction; unless it executes against an 
unrelated order. The Exchange proposes to amend section (1)(b) to 
exclude PRIME Participating Quotes or Orders from the Marketing Fees as 
well. The Exchange believes that this treatment of the PRIME 
Participating Quote, on an equal basis with a PRIME AOC Response, is 
consistent with the proposed fees and credits described above.
    Finally, the Exchange is proposing to exclude PRIME Participating 
Quotes or Orders from the Posted Liquidity Marketing Fee described in 
section (1)(b). MIAX currently assesses an additional $0.12 per 
contract Posted Liquidity Marketing Fee to all Market Makers for any 
standard options overlying EEM, GLD, IWM, QQQ, and SPY that Market 
Makers execute in their assigned class when the contra-party to the 
execution is a Priority Customer and the Priority Customer order was 
posted on the MIAX Book at the time of the execution. MIAX does not 
assess the additional Posted Liquidity Marketing Fee to Market Makers 
for contracts executed as a PRIME Agency Order, Contra-side Order, 
Qualified Contingent Cross Order, or a PRIME AOC Response in the PRIME 
Auction. In order to ensure the same treatment afforded to PRIME AOC 
Responses, the Exchange is proposing to exclude contracts executed as 
PRIME Participating Quotes from the Posted Liquidity Marketing Fee.
    The proposed changes to the Fee Schedule will become operative on 
July 1, 2016.
2. Statutory Basis
    The Exchange believes that its proposal to amend its fee schedule 
is consistent with section 6(b) of the Act \12\ in general, and 
furthers the objectives of section 6(b)(4) of the Act \13\ and section 
6(b)(5) of the Act \14\ 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 regulating, clearing, settling, 
processing information with respect to, and 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, and in that it is an 
equitable allocation of reasonable fees and other charges among 
Exchange members.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(4).
    \14\ 15 U.S.C. 78f(b)(5).
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    The Exchange's proposal to exclude from the volume threshold 
determination volume related to PRIME AOC Responses and PRIME 
Participating Quotes or Orders is reasonable because the Exchange 
already assesses a separate fee for such transactions from the same 
Market Makers that receive the benefit of interaction with the PRIME 
Order in the PRIME Auction. The Exchange's proposal to exclude PRIME 
Auction-related volume from the non-PRIME Auction-related volume 
threshold determination for Market Maker Transaction Fees is equitable 
and not unfairly discriminatory because the exclusion will apply to all 
Market Makers.

[[Page 46737]]

    The Exchange's determination not to apply the PRIME Auction-related 
volume to the section (1)(a)(i) tiers reflects the Exchange's belief 
that these volume tiers are related to quoting and trading activity 
that falls outside of the PRIME Auction, and that discounted per 
contract fees for non-PRIME Auction activity should be earned by 
achieving certain volume thresholds in the Market Maker Sliding Scale 
through non-PRIME Auction activity.
    The Exchange believes that a Member that submits a sufficient 
number of Priority Customer Orders to qualify for the Priority Customer 
Rebate Program volume tiers 3 or 4 should receive the benefit of the 
Discounted PRIME Response Fee, and the Exchange proposes to reward such 
Members and their qualified affiliates equally for PRIME AOC Responses 
and PRIME Participating Quotes or Orders. Such a reward should provide 
incentive to Members to submit a greater number of Priority Customer 
Orders to the Exchange, thus removing impediments to and perfecting the 
mechanisms of a free and open market and a national market system by 
providing more opportunities for the execution of Priority Customer 
Orders on the Exchange. Additionally, the Discounted PRIME Response Fee 
is fair and reasonable because it will apply equally to PRIME AOC 
Responses, as it does today, and to PRIME Participating Quotes or 
Orders, both of which result in executions against the PRIME Order 
regardless of whether they are submitted as an Auction Response or as 
an unrelated quote or order.
    Additionally, the proposed amendments to the Fee Schedule represent 
the equitable allocation of reasonable fees and other charges among 
Exchange members, because the proposed fees and credits applicable to 
Market Makers and EEMs relating to PRIME Participating Quotes or Orders 
are identical to the fees and credits applicable to PRIME AOC 
Responses, which function in the same manner as PRIME Participating 
Quotes or Orders. Moreover, the proposed amendments are equitable and 
reasonable because the same fees and credits apply equally to all 
participants in each category (Market Makers or EEMs) respectively.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
notes that it operates in a highly competitive market in which market 
participants can readily favor competing venues if they deem fee levels 
at a particular venue to be excessive. In such an environment, the 
Exchange must continually adjust its fees to remain competitive with 
other exchanges and to attract order flow. The Exchange believes that 
the proposed rule change reflects this competitive environment because 
it modifies the Exchange's Market Maker transaction fees in a manner 
that encourages market participants to provide liquidity and to send 
order flow to the Exchange both in the PRIME Auction and outside the 
PRIME Auction.
    The Exchange believes that the proposal enhances competition by 
providing incentives such as the Discounted PRIME Response Fee to 
Members and their qualified affiliates that submit Priority Customer 
Orders to the Exchange, which deepens liquidity on the Exchange and 
thus provides more opportunities to execute transactions on MIAX.

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,\15\ and Rule 19b-4(f)(2) \16\ thereunder. 
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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    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \16\ 17 CFR 240.19b-4(f)(2).
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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-2016-20 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-2016-20. 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 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 Number SR-MIAX-2016-20, and should be 
submitted on or before August 8, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-16858 Filed 7-15-16; 8:45 am]
 BILLING CODE 8011-01-P