[Federal Register Volume 82, Number 104 (Thursday, June 1, 2017)]
[Notices]
[Pages 25366-25369]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-11366]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80790; File No. SR-MIAX-2017-20]


Self-Regulatory Organizations; Miami International Securities 
Exchange, LLC; Notice of Filing of Proposed Rule Change To Eliminate 
Requirements That Will Be Duplicative of CAT

May 26, 2017.
    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 May 15, 2017, Miami International Securities Exchange, LLC (``MIAX 
Options'' or ``Exchange'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the 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 MIAX Options Rule 607, 
Securities Accounts and Orders of Market Makers (``Rule 607'' or the 
``Position Reporting Rule'') by adding new Interpretation and Policy 
.01 to Rule 607, and MIAX Options Rule 804, Automated Submission of 
Trade Data (``Rule 804'' or the ``EBS Rule'' and together with the 
Position Reporting Rule, the ``CAT Duplicative Rules'') by adding new 
Interpretation and Policy .01 to Rule 804, as the CAT Duplicative Rules 
provide for the collection of information that is duplicative of the 
data collection requirements of the consolidated audit trail (``CAT'') 
adopted pursuant to the National Market System Plan Governing the 
Consolidated Audit Trail (the ``CAT NMS Plan'' or ``Plan'').\3\
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    \3\ Unless otherwise specified, capitalized terms used in this 
rule filing are defined as set forth herein, or in the CAT 
Compliance Rule Series or in the CAT NMS Plan.
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.miaxoptions.com/rule-filings, 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Bats BYX Exchange, Inc., Bats BZX Exchange, Inc., Bats EDGA 
Exchange, Inc., Bats EDGX Exchange, Inc., BOX Options Exchange LLC, C2 
Options Exchange, Incorporated, Chicago Board Options Exchange, 
Incorporated, Chicago Stock Exchange, Inc., Financial Industry 
Regulatory Authority, Inc. (``FINRA''), Investors' Exchange LLC, Miami 
International Securities Exchange, LLC, MIAX PEARL, LLC, NASDAQ BX, 
Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC,\4\ NASDAQ 
PHLX LLC, The NASDAQ Stock Market LLC, New York Stock Exchange LLC, 
NYSE MKT LLC, NYSE Arca, Inc. and NYSE National, Inc.\5\ (collectively, 
the ``Participants'') filed with the Commission, pursuant to Section 
11A of the Exchange Act \6\ and Rule 608 of Regulation NMS 
thereunder,\7\ the CAT NMS Plan.\8\ The Participants filed the Plan to 
comply with Rule 613 of Regulation NMS under the Exchange Act. The Plan 
was published for comment in the Federal Register on May 17, 2016,\9\ 
and approved by the Commission, as modified, on November 15, 2016.\10\ 
The Plan is designed to create, implement and maintain a CAT that would 
capture customer and order event information for orders in NMS 
Securities and OTC Equity Securities, across all markets, from the time 
of order inception through routing, cancellation, modification, or 
execution in a single consolidated data source. Pursuant to Appendix C 
of the CAT NMS Plan, each Participant is

[[Page 25367]]

required to conduct analyses of which of its existing trade and order 
data rules and systems require the collection of information that is 
duplicative of information collected for the CAT.\11\ In addition, 
among other things, Section C.9 of Appendix C to the Plan, as modified 
by the Commission, requires each Participant to ``file with the SEC the 
relevant rule change filing to eliminate or modify its duplicative 
rules within six (6) months of the SEC's approval of the CAT NMS 
Plan.'' \12\ The Plan notes that ``the elimination of such rules and 
the retirement of such systems [will] be effective at such time as CAT 
Data meets minimum standards of accuracy and reliability.'' \13\ The 
Exchange has determined that the Position Reporting Rule and the EBS 
Rule is affected by the implementation of the CAT and, therefore, is 
filing this proposed rule change.
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    \4\ ISE Gemini, LLC, ISE Mercury, LLC and International 
Securities Exchange, LLC have been renamed Nasdaq GEMX, LLC, Nasdaq 
MRX, LLC, and Nasdaq ISE, LLC, respectively. See Securities Exchange 
Act Rel. No. 80248 (Mar. 15, 2017), 82 FR 14547 (Mar. 21, 2017); 
Securities Exchange Act Rel. No. 80326 (Mar. 29, 2017), 82 FR 16460 
(Apr. 4, 2017); and Securities Exchange Act Rel. No. 80325 (Mar. 29, 
2017), 82 FR 16445 (Apr. 4, 2017).
    \5\ National Stock Exchange, Inc. has been renamed NYSE 
National, Inc. See Securities Exchange Act Rel. No. 79902 (Jan. 30, 
2017), 82 FR 9258 (Feb. 3, 2017).
    \6\ 15 U.S.C. 78k-1.
    \7\ 17 CFR 242.608.
    \8\ See Letter from the Participants to Brent J. Fields, 
Secretary, Commission, dated September 30, 2014; and Letter from 
Participants to Brent J. Fields, Secretary, Commission, dated 
February 27, 2015. On December 24, 2015, the Participants submitted 
an amendment to the CAT NMS Plan. See Letter from Participants to 
Brent J. Fields, Secretary, Commission, dated December 23, 2015.
    \9\ See Securities Exchange Act Release No. 77724 (Apr. 27, 
2016), 81 FR 30614 (May 17, 2016).
    \10\ See Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 
81 FR 84696 (Nov. 23, 2016) (``Approval Order'').
    \11\ Appendix C of CAT NMS Plan, Approval Order at 85010.
    \12\ Id.
    \13\ Id.
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(1) The CAT Duplicative Rules
    MIAX Options Rule 607, the Position Reporting Rule, is the 
Exchange's rule requiring Market Makers to (a) keep current and file 
with the Exchange a list identifying specified accounts in which it may 
engage in trading activities or over which it exercises investment 
discretion (``MM account information'') and (b) report to the Exchange 
every order entered by the Market Maker for the purchase or sale of a 
security underlying options traded on the Exchange or convertible into 
or exercisable for such underlying security (``MM order information''), 
as well as opening and closing positions in all such securities held in 
each of the aforementioned specified accounts (``MM position 
information''), in each case in a manner prescribed by the Exchange.
    MIAX Options Rule 804, the EBS Rule, is the Exchange's rule 
requiring Members to submit requested trade data elements (``Member 
trade data'') to the Exchange in such automated format as may be 
prescribed by the Exchange from time to time, in regard to a 
transaction(s) that is the subject of a particular request for 
information. Rule 804 contemplates using the Electronic Blue Sheet 
(``EBS'') system for the automated submission of Member trade data as 
requested by the Exchange, including, among other information, clearing 
house number or alpha symbol, identifying symbol assigned to the 
security, options month and/or series, transaction execution date, 
number of option contracts for transaction and whether opening or 
closing purchase or sale, transaction price, account number and/or 
market center where executed.
    Once broker-dealer reporting to the CAT has begun, the CAT will 
contain certain of the data the Participants would otherwise have 
requested via the Position Reporting Rule or via the EBS system for 
purposes of NMS Securities and OTC Equity Securities. Consequently, the 
Exchange will not need to use the Position Reporting Rule to obtain MM 
account information or MM order information (although Exchange still 
anticipates the need to obtain MM position information pursuant to Rule 
607 because the CAT does not currently address position reporting) or 
use the EBS system to obtain Member trade data or request information 
pursuant to the CAT Duplicative Rules for NMS Securities or OTC Equity 
Securities for time periods after CAT reporting has begun if the 
appropriate accuracy and reliability thresholds are achieved, including 
an acceptable accuracy rate for customer and account information. 
However, the Position Reporting Rule cannot be completely eliminated 
immediately upon the CAT achieving the appropriate thresholds because 
Exchange staff will still need to request information pursuant to the 
Position Reporting Rule regarding MM position information (because the 
CAT does not currently address position reporting), and Exchange staff 
may still need to request information pursuant to the Position 
Reporting Rule for MM account information and MM order information 
before a Market Maker was reporting to the CAT. Further, the EBS Rule 
cannot be completely eliminated immediately upon the CAT achieving the 
appropriate thresholds because Exchange staff may still need to request 
information pursuant to the EBS Rule for trading activity occurring 
before a Member was reporting to the CAT.\14\
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    \14\ Firms are required to maintain the trade information for 
pre-CAT transactions in equities and options pursuant to applicable 
rules, such as books and records retention requirements, for the 
relevant time period, which is generally three or six years 
depending upon the record. See 17 CFR 240.17a-3(a), 240.17a-4.
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    The proposed rule change proposes to: (1) Add new Interpretation 
and Policy .01 to the Position Reporting Rule to clarify how the 
Exchange will request Market Maker account, order and position data 
under Rule 607 after MIAX Options Market Makers are reporting to the 
CAT, and (2) add new Interpretation and Policy .01 to the EBS Rule to 
clarify how the Exchange will request trade data under Rule 804 after 
MIAX Options Members are reporting to the CAT.
    With respect to the Position Reporting Rule, proposed 
Interpretation and Policy .01 to Rule 607 will specifically permit the 
Exchange to request information under such rule only if the information 
is not available in the CAT because, for example, the transactions in 
question occurred before the Market Maker was reporting information to 
the CAT or relates to position information because the CAT does not 
currently address position reporting. In essence, under the new 
Interpretation and Policy .01 to Rule 607, the Exchange will make 
requests under Rule 607 if and only if the information is not otherwise 
available through the CAT.
    With respect to the EBS Rule, proposed Interpretation and Policy 
.01 to Rule 804 will specifically permit the Exchange to request 
information under such rule only if the information is not available in 
the CAT because, for example, the transactions in question occurred 
before the Member was reporting information to the CAT. In essence, 
under the new Interpretation and Policy .01 to Rule 804, the Exchange 
will make requests under Rule 804 if and only if the information is not 
otherwise available through the CAT.
    The CAT NMS Plan states, however, that the elimination of rules 
that are duplicative of the requirements of the CAT and the retirement 
of the related systems should be effective at such time as CAT Data 
meets minimum standards of accuracy and reliability.\15\ Accordingly, 
as discussed in more detail below, the Exchange believes that MM 
account information and MM order information (but not MM position 
information) may be replaced by CAT Data at a date after all Industry 
Members are reporting to the CAT when the proposed error rate 
thresholds have been met, and MIAX Options has determined that its 
usage of the CAT Data has not revealed material issues that have not 
been corrected, confirmed that the CAT includes all data necessary to 
allow MIAX Options to continue to meet its surveillance obligations, 
and confirmed that the Plan Processor is sufficiently meeting all of 
its obligations under the CAT NMS Plan.
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    \15\ Id. [sic].
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    The Exchange further believes, as discussed in more detail below, 
that the EBS data may be replaced by CAT Data at a date after all 
Industry Members are reporting to the CAT when the proposed error rate 
thresholds have been met, and MIAX Options has determined that its 
usage of the CAT Data has not revealed material issues that have not 
been

[[Page 25368]]

corrected, confirmed that the CAT includes all data necessary to allow 
MIAX Options to continue to meet its surveillance obligations, and 
confirmed that the Plan Processor is sufficiently meeting all of its 
obligations under the CAT NMS Plan.
    MIAX Options believes CAT Data should not be used in place of MM 
account information and MM order information or EBS data until all 
Participants and Industry Members are reporting data to CAT. In this 
way, MIAX Options will continue to have access to the necessary data to 
perform its regulatory duties.
    The CAT NMS Plan requires that a rule filing to eliminate a 
duplicative rule address whether ``the availability of certain data 
from Small Industry Members two years after the Effective Date would 
facilitate a more expeditious retirement of duplicative systems.'' \16\ 
The Exchange believes that MM account information and MM order 
information reporting should not be eliminated until all Participants 
and Industry Members that report such information are reporting 
comparable data to the CAT. The Exchange further believes that the EBS 
system should not be retired until all Participants and Industry 
Members that report EBS data to the EBS system are reporting comparable 
data to the CAT. While the early submission of data to the CAT by Small 
Industry Members could expedite the replacement of MM account 
information, MM order information and EBS data with CAT Data, the 
Exchange believes that it is premature to consider such a change and 
that additional analysis would be necessary to determine whether such 
early reporting by Small Industry Members would be feasible.
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    \16\ Id.
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    The CAT NMS Plan requires that this rule filing address ``whether 
individual Industry Members can be exempted from reporting to 
duplicative systems once their CAT reporting meets specified accuracy 
and reliability standards, including, but not limited to, ways in which 
establishing cross-system regulatory functionality or integrating data 
from existing systems and the CAT would facilitate such Individual 
Industry Member exemptions.'' \17\ The Exchange believes that a single 
cut-over from current reporting systems to CAT is highly preferable to 
a firm-by-firm approach and is not proposing to exempt Members from the 
Position Reporting Rule or EBS Rule requirements on a firm-by-firm 
basis. The Exchange believes that providing such individual exemptions 
to Industry Members would be inefficient, more costly, and less 
reliable than the single cut-over. Providing individual exemptions 
would require the exchanges to create, for a brief temporary period, a 
cross-system regulatory function and to integrate data from current 
reporting systems and the CAT to avoid creating any regulatory gaps as 
a result of such exemptions. Such a function would be costly to create 
and would give rise to a greater likelihood of data errors or other 
issues. Given the limited time in which such exemptions would be 
necessary, the Exchange does not believe that such exemptions would be 
an appropriate use of limited resources.
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    \17\ Id.
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    The CAT NMS Plan also requires that a rule filing to eliminate a 
duplicative rule to provide ``specific accuracy and reliability 
standards that will determine when duplicative systems will be retired, 
including, but not limited to, whether the attainment of a certain 
Error Rate should determine when a system duplicative of the CAT can be 
retired.'' \18\ The Exchange believes that it is critical that the CAT 
Data be sufficiently accurate and reliable for the Exchange to perform 
the regulatory functions that it now performs via current reporting 
systems. Accordingly, the Exchange believes that the CAT Data should 
meet specific quantitative error rates, as well as certain qualitative 
requirements.
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    \18\ Id.
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    The Exchange believes that, before CAT Data may be used in place of 
MM account information and MM order information or EBS data, the CAT 
would need to achieve a sustained error rate for a period of at least 
180 days of 5% or lower measured on a pre-correction or as-submitted 
basis, and 2% or lower on a post-correction basis (measured at 
T+5).\19\ The Exchange proposes to measure the 5% pre-correction and 2% 
post-correction thresholds by averaging the error rate across the 
period, not require a 5% pre-correction and 2% post-correction maximum 
each day for 180 consecutive days. The Exchange believes that measuring 
each of the thresholds over the course of 180 days will ensure that the 
CAT consistently meets minimum accuracy and reliability thresholds 
while also ensuring that single-day measurements do not unduly affect 
the overall measurements. The Exchange proposes to measure the 
appropriate error rates in the aggregate, rather than firm-by-firm. The 
2% and 5% error rates are in line with the proposed retirement 
threshold for other systems, such as FINRA's Order Audit Trail System 
(``OATS'') and the consolidated options audit trail system (``COATS'').
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    \19\ The Plan requires that the Plan Processor must ensure that 
regulators have access to corrected and linked order and Customer 
data by 8:00 a.m. Eastern Time on T+5. See CAT NMS Plan, at C-15.
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    In addition to these minimum error rates before using CAT Data 
instead of MM account information and MM order information or EBS data, 
the Exchange believes that during the minimum 180-day period during 
which the thresholds are calculated, the Exchange's use of the data in 
the CAT must confirm that (i) usage over that time period has not 
revealed material issues that have not been corrected, (ii) the CAT 
includes all data necessary to allow the Exchange to continue to meet 
its surveillance obligations, and (iii) the Plan Processor is 
sufficiently meeting all of its obligations under the CAT NMS Plan. The 
Exchange believes this time period to use the CAT Data is necessary to 
reveal any errors that may manifest themselves only after surveillance 
patterns and other queries have been run and to confirm that the Plan 
Processor is meeting its obligations and performing its functions 
adequately.
    If the Commission approves the proposed rule change, the Exchange 
will announce the implementation date for the proposed rule change in a 
Regulatory Circular that will be published once the Exchange concludes 
the thresholds for accuracy and reliability described above have been 
met and that the Plan Processor is sufficiently meeting all of its 
obligations under the CAT NMS Plan.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6(b)(5) of the Exchange Act,\20\ which 
require, among other things, that the Exchange rules must be designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, and, in general, to protect 
investors and the public interest, and not designed to permit unfair 
discrimination between customers, issuers, brokers and dealers. The 
Exchange believes that this proposal is consistent with the Exchange 
Act because it fulfills the obligation in the CAT NMS Plan for the 
Exchange to submit a proposed rule change to eliminate or modify 
duplicative rules. In approving the Plan, the SEC noted that the Plan 
``is necessary and appropriate in the public interest, for the 
protection of investors and the maintenance of fair and orderly 
markets, to remove

[[Page 25369]]

impediments to, and perfect the mechanism of a national market system, 
or is otherwise in furtherance of the purposes of the Act.'' \21\ As 
this proposal implements the Plan, the Exchange believes that this 
proposal furthers the objectives of the Plan, as identified by the SEC, 
and is therefore consistent with the Exchange Act.
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    \20\ 15 U.S.C. 78f(b)(5).
    \21\ Approval Order at 84697.
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    Moreover, the purpose of the proposed rule change is to amend rules 
that require the submission of duplicative data to the Exchange. The 
elimination of such duplicative requirements will reduce unnecessary 
costs and other compliance burdens for the Exchange and its Members, 
and therefore, will enhance the efficiency of the securities markets. 
Furthermore, the Exchange believes that the approach set forth in the 
proposed rule change strikes the appropriate balance between ensuring 
that the Exchange is able to continue to fulfill its statutory 
obligation to protect investors and the public interest by ensuring its 
surveillance of market activity remains accurate and effective while 
also establishing a reasonable timeframe for elimination or 
modification of its rules that will be rendered duplicative after 
implementation of the CAT.

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

    Section 6(b)(8) of the Exchange Act \22\ requires that Exchange 
rules not impose any burden on competition that is not necessary or 
appropriate. 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 Exchange Act. The 
Exchange notes that the proposed rule change implements the 
requirements of the CAT NMS Plan approved by the Commission regarding 
the elimination of rules and systems that are duplicative the CAT, and 
is designed to assist the Exchange in meeting its regulatory 
obligations pursuant to the Plan. Similarly, all exchanges and FINRA 
are proposing the elimination of their EBS and other CAT duplicative 
rules to implement the requirements of the CAT NMS Plan. Therefore, 
this is not a competitive rule filing and, therefore, it does not raise 
competition issues between and among the self-regulatory organizations 
and/or their members.
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    \22\ 15 U.S.C. 78f(b)(8)
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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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be disapproved.

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-2017-20 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-2017-20. 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-2017-20, and should be 
submitted on or before June 22, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-11366 Filed 5-31-17; 8:45 am]
 BILLING CODE 8011-01-P