[Federal Register Volume 83, Number 117 (Monday, June 18, 2018)]
[Notices]
[Pages 28285-28292]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-12935]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83419; File No. SR-PEARL-2018-13]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX 
PEARL Fee Schedule

June 12, 2018.
    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 May 31, 2018, MIAX PEARL, LLC (``MIAX PEARL'' 
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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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 PEARL Fee 
Schedule (the ``Fee Schedule'').
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX 
PEARL'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 the Add/Remove Tiered Rebates/Fees 
set forth in Section 1(a) of the Fee Schedule to (i) modify the volume 
thresholds applicable to transactions for (A) Priority Customers,\3\ 
(B) MIAX PEARL Market Makers,\4\ and (C) Non-Priority Customers, Firms, 
Broker-Dealers and Non-MIAX PEARL Market Makers (collectively herein 
``Professional Members''); (ii) add a new Tier 6 and corresponding 
rebates and fees applicable to transactions for Priority Customers and 
Professional Members; (iii) decrease Maker (as defined below) rebates 
in certain Tiers (as defined below) for options transactions in Penny 
classes (as defined below) and Non-Penny classes (as defined below) for 
Priority Customers and Professional Members; (iv) increase Taker (as 
defined below) fees in all Tiers for options transactions in Penny 
Classes for Priority Customers, and increase the Taker fees in Tier 2 
applicable to options transactions in Penny and Non-Penny classes for 
Professional Members; (v) provide alternative Maker rebates for options 
transactions in all classes for Professional Members, provided that the 
Member meets certain volume criteria; and (vi) create new tiered fee 
structures for Taker fees in the symbols SPY, QQQ, IWM and VXX for 
Priority Customers. The Exchange also proposes to make certain non-
substantive, technical corrections to the Fee Schedule, as described 
below.
---------------------------------------------------------------------------

    \3\ ``Priority Customer'' means a person or entity that (i) is 
not a broker or dealer in securities, and (ii) does not place more 
than 390 orders in listed options per day on average during a 
calendar month for its own beneficial account(s). See Exchange Rule 
100, including Interpretations and Policies .01.
    \4\ ``Market Maker'' means a Member registered with the Exchange 
for the purpose of making markets in options contracts traded on the 
Exchange. See the Definitions Section of the Fee Schedule and 
Exchange Rule 100.
---------------------------------------------------------------------------

    The Exchange currently assesses transaction rebates and fees to all 
market participants which are based upon the total monthly volume 
executed by the Member \5\ on MIAX PEARL in the relevant, respective 
origin type (not including Excluded Contracts) \6\ expressed as a 
percentage of TCV.\7\ In addition, the per contract transaction rebates 
and fees are applied retroactively to all eligible volume for that 
origin type once the respective threshold tier (``Tier'') has been 
reached by the Member. The Exchange aggregates the volume of Members 
and their Affiliates.\8\ Members that place resting liquidity, i.e., 
orders resting on

[[Page 28286]]

the book of the MIAX PEARL System,\9\ are paid the specified ``maker'' 
rebate (each a ``Maker''), and Members that execute against resting 
liquidity are assessed the specified ``taker'' fee (each a ``Taker''). 
For opening transactions and ABBO uncrossing transactions, per contract 
transaction rebates and fees are waived for all market participants. 
Finally, Members are assessed lower transaction fees and receive lower 
rebates for order executions in standard option classes in the Penny 
Pilot Program \10\ (``Penny classes'') than for order executions in 
standard option classes which are not in the Penny Pilot Program 
(``Non-Penny classes''), where Members are assessed higher transaction 
fees and receive higher rebates. Transaction rebates and fees in 
Section (1)(a) of the Fee Schedule are currently assessed according to 
the following tables:
---------------------------------------------------------------------------

    \5\ ``Member'' means an individual or organization that is 
registered with the Exchange pursuant to Chapter II of the Exchange 
Rules for purposes of trading on the Exchange as an ``Electronic 
Exchange Member'' or ``Market Maker.'' Members are deemed 
``members'' under the Exchange Act. See the Definitions Section of 
the Fee Schedule and Exchange Rule 100.
    \6\ ``Excluded Contracts'' means any contracts routed to an away 
market for execution. See the Definitions Section of the Fee 
Schedule.
    \7\ ``TCV'' means total consolidated volume calculated as the 
total national volume in those classes listed on MIAX PEARL for the 
month for which the fees apply, excluding consolidated volume 
executed during the period time in which the Exchange experiences an 
``Exchange System Disruption'' (solely in the option classes of the 
affected Matching Engine (as defined below)). The term Exchange 
System Disruption, which is defined in the Definitions section of 
the Fee Schedule, means an outage of a Matching Engine or collective 
Matching Engines for a period of two consecutive hours or more, 
during trading hours. The term Matching Engine, which is also 
defined in the Definitions section of the Fee Schedule, is a part of 
the MIAX PEARL electronic system that processes options orders and 
trades on a symbol-by-symbol basis. Some Matching Engines will 
process option classes with multiple root symbols, and other 
Matching Engines may be dedicated to one single option root symbol 
(for example, options on SPY may be processed by one single Matching 
Engine that is dedicated only to SPY). A particular root symbol may 
only be assigned to a single designated Matching Engine. A 
particular root symbol may not be assigned to multiple Matching 
Engines. The Exchange believes that it is reasonable and appropriate 
to select two consecutive hours as the amount of time necessary to 
constitute an Exchange System Disruption, as two hours equates to 
approximately 1.4% of available trading time per month. The Exchange 
notes that the term ``Exchange System Disruption'' and its meaning 
have no applicability outside of the Fee Schedule, as it is used 
solely for purposes of calculating volume for the threshold tiers in 
the Fee Schedule. See the Definitions Section of the Fee Schedule.
    \8\ ``Affiliate'' means (i) an affiliate of a Member of at least 
75% common ownership between the firms as reflected on each firm's 
Form BD, Schedule A, or (ii) the Appointed Market Maker of an 
Appointed EEM (or, conversely, the Appointed EEM of an Appointed 
Market Maker). An ``Appointed Market Maker'' is a MIAX PEARL Market 
Maker (who does not otherwise have a corporate affiliation based 
upon common ownership with an EEM) that has been appointed by an EEM 
and an ``Appointed EEM'' is an EEM (who does not otherwise have a 
corporate affiliation based upon common ownership with a MIAX PEARL 
Market Maker) that has been appointed by a MIAX PEARL Market Maker, 
pursuant to the process described in the Fee Schedule. See the 
Definitions Section of the Fee Schedule.
    \9\ The term ``System'' means the automated trading system used 
by the Exchange for the trading of securities. See Exchange Rule 
100.
    \10\ See Securities Exchange Act Release No. 79778 (January 12, 
2017), 82 FR 6662 (January 19, 2017) (SR-PEARL-2016-01).

----------------------------------------------------------------------------------------------------------------
                                                                Per contract rebates/     Per contract rebates/
                                                               fees for penny classes      fees for non-penny
            Origin                 Tier      Volume criteria --------------------------          classes
                                                (percent)                              -------------------------
                                                                 Maker       Taker *       Maker        Taker
----------------------------------------------------------------------------------------------------------------
Priority Customer............            1  0.00-0.05.......      ($0.25)        $0.42      ($0.85)        $0.87
                                         2  Above 0.05-0.35.       (0.40)         0.42       (1.05)         0.86
                                         3  Above 0.35--0.50       (0.50)         0.42       (1.05)         0.85
                                         4  Above 0.50-0.75.       (0.53)         0.42       (1.05)         0.84
                                         5  Above 0.75......       (0.54)         0.42       (1.05)         0.84
----------------------------------------------------------------------------------------------------------------
* For all Penny Classes other than SPY, QQQ, IWM, and VXX. For SPY, the Priority Customer Taker Fee shall be
  $0.38 per contract. For QQQ, IWM, and VXX, the Priority Customer Taker Fee shall be $0.40 per contract.


----------------------------------------------------------------------------------------------------------------
                                                                Per contract rebates/     Per contract rebates/
                                                               fees for penny classes      fees for non-penny
            Origin                 Tier      Volume criteria --------------------------          classes
                                                (percent)                              -------------------------
                                                                 Maker        Taker       Maker **     Taker **
----------------------------------------------------------------------------------------------------------------
All MIAX PEARL Market Makers.            1  0.00-0.05.......      ($0.25)        $0.50      ($0.30)        $1.05
                                         2  Above 0.05-0.25.       (0.40)         0.50       (0.30)         1.05
                                         3  Above 0.25-0.50.       (0.40)         0.48       (0.60)         1.03
                                         4  Above 0.50-0.75        (0.47)         0.43       (0.65)         1.02
                                             or Above 2.0 in
                                             SPY.
                                         5  Above 0.75-1.00.       (0.48)         0.43       (0.70)         1.02
                                         6  Above 1.00......       (0.48)         0.43       (0.85)         1.02
----------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------
                                                                Per contract rebates/     Per contract rebates/
                                                               fees for penny classes      fees for non-penny
            Origin                 Tier      Volume criteria --------------------------          classes
                                                (percent)                              -------------------------
                                                                 Maker        Taker       Maker **     Taker **
----------------------------------------------------------------------------------------------------------------
Non-Priority Customer, Firm,             1  0.00-0.10.......      ($0.25)        $0.50      ($0.30)        $1.05
 BD, and Non-MIAX PEARL                  2  Above 0.10-0.50.       (0.40)         0.49       (0.60)         1.04
 Market Makers.
                                         3  Above 0.50-0.75.       (0.45)         0.48       (0.65)         1.04
                                         4  Above 0.75-1.00.       (0.48)         0.48       (0.70)         1.04
                                         5  Above 1.00......       (0.48)         0.48       (0.85)         1.04
----------------------------------------------------------------------------------------------------------------
** Members may qualify for the Maker Rebate and the Taker Fee associated with the highest Tier for transactions
  in Non-Penny classes if the Member executes more than 0.30% volume in Non-Penny classes, not including
  Excluded Contracts, as compared to the TCV in all MIAX PEARL listed option classes. For purposes of qualifying
  for such rates, the Exchange will aggregate the volume transacted by Members and their Affiliates in the
  following Origin types in Non-Penny classes: MIAX PEARL Market Makers, and Non-Priority Customer, Firm, BD,
  and Non-MIAX PEARL Market Makers.

Volume Threshold Tiers
    The Exchange proposes to modify the monthly volume thresholds 
applicable to (i) Priority Customers, (ii) MIAX PEARL Market Makers, 
and (iii) Professional Members.
Priority Customers
    Specifically, with regard to transactions for Priority Customers, 
the Exchange proposes to adjust the calculation threshold of Tier 1's 
volume criteria from 0.00% up to 0.05% of the total monthly volume 
executed by the Member on MIAX PEARL, not including Excluded Contracts, 
divided by the TCV, to become above 0.00% up to 0.10% of the total 
monthly volume executed by the Member on MIAX PEARL, not including 
Excluded Contracts, divided by the TCV.
    Further, the Exchange proposes to adjust the calculation threshold 
of Priority Customer Tier 2's volume criteria from above 0.05% up to 
0.35% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
0.10% up to 0.35% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV. The 
Exchange does not propose any adjustment to Tier 3 or Tier 4 volume 
thresholds for Priority Customer transactions.
    The Exchange further proposes to adjust the calculation threshold 
of Priority Customer Tier 5's volume criteria from above 0.75% of the 
total monthly volume executed by the Member on MIAX PEARL, not 
including Excluded Contracts, divided by the TCV, to become above 0.75% 
up to 1.25% of the total monthly volume executed by the Member on MIAX 
PEARL, not including Excluded Contracts, divided by the TCV.
    The Exchange proposes to add a new Tier 6 threshold applicable to 
all Priority Customer transactions and corresponding rebates and fees. 
The new Tier 6 threshold volume criteria shall be calculated as above 
1.25% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV. The new Tier 6 
rebates and fees shall be as follows:

[[Page 28287]]



--------------------------------------------------------------------------------------------------------------------------------------------------------
                             Priority customer                                  Per contract rebates/fees for penny classes       Per contract rebates/
-------------------------------------------------------------------------------------------------------------------------------    fees for non-penny
                                                                                                                    QQQ, IWM,            classes
                 Tier                        Volume criteria (percent)         Maker       Taker *     SPY taker    VXX taker  -------------------------
                                                                                                           11           12         Maker        Taker
--------------------------------------------------------------------------------------------------------------------------------------------------------
6.....................................  Above 1.25........................      ($0.54)        $0.43        $0.38        $0.40      ($1.05)        $0.84
--------------------------------------------------------------------------------------------------------------------------------------------------------
* For all Penny Classes other than SPY, QQQ, IWM, and VXX.

    The Exchange believes that the proposed modified monthly volume 
thresholds, as well as the new rebates and fees in Tier 6, will 
continue to provide appropriate incentives for Exchange Members to 
provide aggressive liquidity in Priority Customer transactions so that 
they can achieve sufficient rebates and lower fees. The Exchange 
believes that this amount of volume should continue to make the MIAX 
PEARL marketplace an attractive venue where the Exchange's Members are 
incentivized to submit Priority Customer orders, deepening and 
enhancing the quality of the MIAX PEARL marketplace. This should in 
turn provide more trading opportunities and tighter spreads for other 
market participants and result in a corresponding increase in order 
flow from such other market participants.
---------------------------------------------------------------------------

    \11\ Proposed fee change to be discussed further below.
    \12\ Proposed fee change to be discussed further below.
---------------------------------------------------------------------------

Market Makers
    The Exchange proposes to modify the monthly volume thresholds 
applicable to the Exchange's Market Makers and to adjust the thresholds 
in all Tiers. Specifically, the Exchange proposes to adjust the 
calculation threshold of Tier 1's volume criteria from 0.00% up to 
0.05% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
0.00% up to 0.15% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV.
    Further, the Exchange proposes to adjust the calculation threshold 
of Tier 2's volume criteria for Market Makers from above 0.05% up to 
0.25% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
0.15% up to 0.40% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV.
    The Exchange proposes to adjust the calculation threshold of Tier 
3's volume criteria for Market Makers from above 0.25% up to 0.50% of 
the total monthly volume executed by the Member on MIAX PEARL, not 
including Excluded Contracts, divided by the TCV, to become above 0.40% 
up to 0.65% of the total monthly volume executed by the Member on MIAX 
PEARL, not including Excluded Contracts, divided by the TCV.
    The Exchange additionally proposes to adjust the calculation 
threshold of Tier 4's volume criteria for Market Makers from above 
0.50% up to 0.75% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV to 
become above 0.65% up to 1.00% of the total monthly volume executed by 
the Member on MIAX PEARL, not including Excluded Contracts, divided by 
the TCV.
    The Exchange also proposes to modify the alternative Volume 
Criteria to Tier 4 based upon the total monthly volume executed by a 
Market Maker solely in SPY options on MIAX PEARL, expressed as a 
percentage of total consolidated national volume in SPY options. 
Pursuant to this alternative Volume Criteria, a Market Maker could 
currently reach the Tier 4 threshold if the Market Maker's total 
executed monthly volume in SPY options on MIAX PEARL is above 2.0% of 
total consolidated national monthly volume in SPY options. The Exchange 
now proposes that a Market Maker can reach the Tier 4 threshold if the 
Market Maker's total executed monthly volume in SPY options on MIAX 
PEARL is above 2.25% of the total consolidated national monthly volume 
in SPY options. The Exchange believes that the proposed modification to 
the alternative Volume Criteria threshold in Tier 4 for Market Makers 
in SPY options (increasing the threshold amount from 2.0% to 2.25%) 
will continue to provide a sufficient incentive to those Market Makers 
that concentrate their trading activity in limited options classes 
(such as SPY options) to reach a higher tier. The alternative Volume 
Criteria threshold in Tier 4 for Market Makers in SPY options is also 
discussed in the note beneath the transaction fee tables, which 
provides more explanation on the alternative threshold. Accordingly, 
the Exchange also proposes to change the threshold amount (increasing 
it from 2.0% to 2.25%) in that note beneath the tables. The Exchange 
also proposes to make another non-substantive technical correction to 
that same sentence in the note beneath the transaction fee tables to 
correct an inaccurate cross-reference. Presently, the note reads ``[i]n 
Tier 3 for MIAX PEARL Market Makers, the alternative Volume Criteria . 
. .'' However, the Tier referenced in that note should be to Tier 4, 
not Tier 3. Accordingly, the Exchange proposes to change the reference 
to Tier 4. This particular proposed change does not impact any fees 
substantively and only serves to identify the correct Tier.
    Further, the Exchange proposes to adjust the calculation threshold 
of Tier 5's volume criteria for Market Makers from above 0.75% up to 
1.00% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
1.00% up to 1.40% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV.
    The Exchange additionally proposes to adjust the calculation 
threshold of Tier 6's volume criteria for Market Makers from above 
1.00% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
1.40% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV.
Professional Members
    The Exchange proposes to modify the monthly volume thresholds 
applicable to all Professional Members to adjust the thresholds in all 
Tiers as well as to add a new Tier 6 threshold and corresponding Tier 6 
rebates and fees. Specifically, the Exchange proposes to adjust the 
calculation threshold of Tier 1's volume criteria for Professional 
Members from 0.00% up to 0.10% of the total monthly volume executed by 
the Member on MIAX PEARL, not including Excluded Contracts, divided by 
the TCV, to become above 0.00% up to 0.15% of the total monthly volume 
executed by the Member on MIAX PEARL, not including Excluded Contracts, 
divided by the TCV.
    Further, the Exchange proposes to adjust the calculation threshold 
of Tier 2's volume criteria for Professional Members from above 0.10% 
up to

[[Page 28288]]

0.50% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV, to become above 
0.15% up to 0.40% of the total monthly volume executed by the Member on 
MIAX PEARL, not including Excluded Contracts, divided by the TCV.
    Further, the Exchange proposes to adjust the calculation threshold 
of Tier 3's volume criteria for Professional Members from above 0.50% 
up to 0.75% of the total monthly volume executed by the Member on MIAX 
PEARL, not including Excluded Contracts, divided by the TCV, to become 
above 0.40% up to 0.65% of the total monthly volume executed by the 
Member on MIAX PEARL, not including Excluded Contracts, divided by the 
TCV.
    The Exchange additionally proposes to adjust the calculation 
threshold of Tier 4's volume criteria for Professional Members from 
above 0.75% up to 1.00% of the total monthly volume executed by the 
Member on MIAX PEARL, not including Excluded Contracts, divided by the 
TCV, to become above 0.65% up to 1.00% of the total monthly volume 
executed by the Member on MIAX PEARL, not including Excluded Contracts, 
divided by the TCV.
    The Exchange additionally proposes to adjust the calculation 
threshold of Tier 5's volume criteria for Professional Members from 
above 1.00% of the total monthly volume executed by the Member on MIAX 
PEARL, not including Excluded Contracts, divided by the TCV, to become 
above 1.00% up to 1.40% of the total monthly volume executed by the 
Member on MIAX PEARL, not including Excluded Contracts, divided by the 
TCV.
    The Exchange proposes to add a new Tier 6 threshold applicable to 
all MIAX PEARL Professional Members and corresponding rebates and fees. 
The new Tier 6 threshold volume criteria shall be calculated as above 
1.40% of the total monthly volume executed by the Member on MIAX PEARL, 
not including Excluded Contracts, divided by the TCV. The new Tier 6 
rebates and fees shall be as follows:

----------------------------------------------------------------------------------------------------------------
  Non-priority customer, firm, BD, and non-MIAX    Per contract rebates/fees for   Per contract rebates/fees for
               PEARL market makers                         penny classes                 non-penny classes
----------------------------------------------------------------------------------------------------------------
                              Volume criteria
           Tier                  (percent)             Maker           Taker         Maker **        Taker **
----------------------------------------------------------------------------------------------------------------
6........................  Above 1.40...........         ($0.48)           $0.48         ($0.85)           $1.04
----------------------------------------------------------------------------------------------------------------
** Members may qualify for the Maker Rebate and the Taker Fee associated with the highest Tier for transactions
  in Non-Penny classes if the Member executes more than 0.30% volume in Non-Penny classes, not including
  Excluded Contracts, as compared to the TCV in all MIAX PEARL listed option classes. For purposes of qualifying
  for such rates, the Exchange will aggregate the volume transacted by Members and their Affiliates in the
  following Origin types in Non-Penny classes: MIAX PEARL Market Makers, and Non-Priority Customer, Firm, BD,
  and Non-MIAX PEARL Market Makers.

    The Exchange believes that the modified new monthly thresholds and 
new rebates and fees in Tier 6 should continue to provide sufficient 
incentives for Professional Members to aggressively provide liquidity 
so that they can achieve higher rebates and fees. The Exchange believes 
that this volume should continue to make the MIAX PEARL marketplace an 
attractive venue where the Professional Members are incentivized to 
submit orders, deepening and enhancing the quality of the MIAX PEARL 
marketplace. This should in turn provide more trading opportunities and 
tighter spreads for other market participants and result in a 
corresponding increase in order flow from such other market 
participants.
Maker Rebates
    The Exchange proposes to decrease the Maker rebate amounts in 
certain Tiers as described below for Penny and Non-Penny classes for 
Priority Customers and Professional Members.
Priority Customers
    Specifically, the Exchange proposes to decrease the Maker rebates 
in Tiers 3, 4 and 5 for Penny classes and in Tiers 2 through 5 in Non-
Penny classes for Priority Customer transactions. For options 
transactions in Penny classes, the Exchange proposes to decrease the 
Maker rebate in Tier 3 from ($0.50) to ($0.45), in Tier 4 from ($0.53) 
to ($0.52) and in Tier 5 from ($0.54) to ($0.53). For Priority Customer 
options transactions in Non-Penny classes, the Exchange proposes to 
decrease the Maker rebates in Tier 2 from ($1.05) to ($0.95), in Tier 3 
from ($1.05) to ($1.00), in Tier 4 from ($1.05) to ($1.03) and in Tier 
5 from ($1.05) to ($1.04).
Professional Members
    The Exchange proposes to decrease the Maker rebates applicable to 
Professional Members in Tiers 3 and 4 in Penny classes and in Tiers 2 
through 5 in Non-Penny classes. For options transactions in Penny 
classes, the Exchange proposes to decrease the Maker rebates in Tier 3 
from ($0.45) to ($0.40) and in Tier 4 from ($0.48) to ($0.47). For 
Professional Member options transactions in Non-Penny classes, the 
Exchange proposes to decrease the Maker rebates in Tier 2 from ($0.60) 
to ($0.30), in Tier 3 from ($0.65) to ($0.60), in Tier 4 from ($0.70) 
to ($0.65) and in Tier 5 from ($0.85) to ($0.70).
    The purpose of decreasing the amount of the Maker rebates is to 
bring the Exchange's rebate amounts more into line with the rebate 
amounts offered at other Exchanges.\13\ The Exchange believes that the 
decreased amounts will continue to provide a sufficient incentive to 
Members to execute Priority Customer orders and to Professional Members 
to execute volume at the Exchange. The Exchange believes that this 
Maker volume by Members in both Penny and Non-Penny classes will 
continue to attract liquidity to the Exchange, which in turn will 
benefit all market participants.
---------------------------------------------------------------------------

    \13\ See Cboe BZX Options Exchange Fee Schedule under 
``Transaction Fees''; see also Nasdaq Options Market LLC (``NOM'') 
Chapter XV, Section 2, ``Nasdaq Options Market Fees and Rebates.''
---------------------------------------------------------------------------

    The Exchange also proposes to provide alternative Maker rebates for 
options transactions in all classes for Professional Members, provided 
that the Member meets certain volume criteria. Specifically, Members 
may qualify for Maker rebates equal to the greater of: (A) ($0.40) for 
Penny Classes and ($0.65) for Non-Penny Classes, or (B) the amount set 
forth in the applicable Tier reached by the Member in the relevant 
Origin, if the Member and their Affiliates execute at least 1.50% 
volume in the relevant month, in Priority Customer Origin type, in all 
options classes, not including Excluded Contracts, as compared to the 
TCV in all MIAX PEARL listed option classes. For example, if a Member 
met the monthly volume criteria and reached Tier 1 for Professional 
Members' options transactions but reached the Priority

[[Page 28289]]

Customer monthly threshold of over 1.50% of TCV, the Member would 
receive a rebate of ($0.40) per contract in Penny Classes (instead of 
($0.25) per contract) and ($0.65) per contract in Non-Penny Classes 
(instead of ($0.30) per contract). The member would receive the Taker 
rates associated with the Tier, $0.50 for Penny and $1.05 for Non-
Penny. Also, for purposes of qualifying for such rates, the Exchange 
will aggregate the Priority Customer volume transacted by Members and 
their Affiliates. The purpose of providing alternative Maker rebate 
rates for options transactions in all classes for Professional Members 
(if the Member meets certain volume criteria) is to encourage Members 
to execute additional Priority Customer and Professional Member volume 
on the Exchange. The Exchange believes that additional Priority 
Customer and Professional Member volume executed on the Exchange will 
attract further liquidity to the Exchange, which in turn will benefit 
all market participants.
Taker Fees
    The Exchange proposes to: (i) Increase the Taker fees in all Tiers 
for options transactions in all Penny classes (other than SPY, QQQ, 
IWM, and VXX) with respect to Priority Customer orders; and (ii) 
increase the Taker fee for Professional Members in Tier 2 for options 
transactions in Penny and Non-Penny classes.
    Specifically, the Exchange proposes to increase the Taker fees for 
Priority Customer orders in options in Penny Classes in Tier 1 from 
$0.42 to $0.48, in Tier 2 from $0.42 to $0.46, in Tier 3 from $0.42 to 
$0.44, in Tier 4 from $0.42 to $0.44 and in Tier 5 from $0.42 to $0.44.
    The Exchange also proposes to increase the Taker fee for 
Professional Members for options transactions in Penny classes in Tier 
2 from $0.49 to $0.50 and in Non-Penny classes in Tier 2 from $1.04 to 
$1.05.
    The purpose of increasing the specified Taker fees and decreasing 
Maker rebates is for business and competitive reasons. As a new 
exchange, in order to attract order flow, the Exchange initially set 
its Maker rebates and Taker fees so that they were meaningfully higher/
lower than other options exchanges that operate comparable maker/taker 
pricing models.\14\ The Exchange now believes that it is appropriate to 
adjust these Maker rebates and Taker fees so that they are more in line 
with other exchanges, but will still remain highly competitive such 
that they should enable the Exchange to continue to attract order flow 
and grow market share.\15\
---------------------------------------------------------------------------

    \14\ See Securities Exchange Act Release Nos. 80915 (June 13, 
2017), 82 FR 27912 (June 19, 2017) (SR-PEARL-2017-29); 80914 (June 
13, 2017), 82 FR 27910 (June 19, 2017) (SR-PEARL-2017-30).
    \15\ See supra note 13.
---------------------------------------------------------------------------

SPY Taker Fees
    The Exchange proposes to amend the Priority Customer table to 
establish a separate tiered structure of Taker fees for options on SPY. 
The Exchange currently charges a Taker fee of $0.38 for all 
transactions on behalf of Priority Customers in SPY options. The 
Exchange proposes instead to assess the following Taker fees for 
Priority Customer orders for SPY options corresponding to the Tiers and 
volume thresholds which are applicable to Priority Customer orders:

------------------------------------------------------------------------
 
------------------------------------------------------------------------
Tier 1..................................................           $0.44
Tier 2..................................................            0.43
Tier 3..................................................            0.42
Tier 4..................................................            0.41
Tier 5..................................................            0.40
Tier 6..................................................            0.38
------------------------------------------------------------------------

Further, in order to provide a clearer explanation of the requirements 
for achieving the specified Volume Criteria thresholds in SPY, the 
Exchange proposes to add a new column setting forth the SPY Taker fees 
in Section 1(a) of the Fee Schedule under ``Per Contract Rebates/Fees 
for Penny Classes''.
QQQ, IWM and VXX Taker Fees
    The Exchange further proposes to amend the Priority Customer table 
to establish a separate tiered structure of Taker fees for options 
transactions in QQQ, IWM and VXX. The Exchange currently charges a 
Taker fee of $0.40 for all transactions on behalf of Priority Customers 
in QQQ, IWM and VXX options. The Exchange proposes instead to assess 
the following Taker fees for Priority Customer orders for QQQ, IWM and 
VXX options corresponding to the Tiers and volume thresholds which are 
applicable to Priority Customer orders:

------------------------------------------------------------------------
 
------------------------------------------------------------------------
Tier 1..................................................           $0.47
Tier 2..................................................            0.46
Tier 3..................................................            0.44
Tier 4..................................................            0.43
Tier 5..................................................            0.42
Tier 6..................................................            0.40
------------------------------------------------------------------------

Further, in order to provide a clearer explanation of the requirements 
for achieving the specified Volume Criteria thresholds in in the 
symbols QQQ, IWM and VXX, the Exchange proposes to add a new column 
setting forth the Taker fees for such symbols in Section 1(a) of the 
Fee Schedule under ``Per Contract Rebates/Fees for Penny Classes''.
    Since the Exchange is adding the new columns to Section 1(a) of the 
Fee Schedule for SPY and QQQ, IWM, VXX Taker Fees for Priority Customer 
orders, the Exchange proposes to delete the last sentence in the 
asterisked footnote below the Priority Customer table which contained 
the Taker fees for those symbols.
    With all proposed changes, Section 1(a) of the Fee Schedule shall 
be the following:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Per contract rebates/fees for penny classes       Per contract rebates/
                                                                           ----------------------------------------------------    fees for non-penny
               Origin                     Tier         Volume criteria                                                                   classes
                                                          (percent)            Maker       Taker *     SPY taker    QQQ, IWM,  -------------------------
                                                                                                                    VXX taker      Maker        Taker
--------------------------------------------------------------------------------------------------------------------------------------------------------
Priority Customer...................            1  0.00-0.10..............      ($0.25)        $0.48        $0.44        $0.47      ($0.85)        $0.87
                                                2  Above 0.10-0.35........       (0.40)         0.46         0.43         0.46       (0.95)         0.86
                                                3  Above 0.35-0.50........       (0.45)         0.44         0.42         0.44       (1.00)         0.85
                                                4  Above 0.50-0.75........       (0.52)         0.44         0.41         0.43       (1.03)         0.84
                                                5  Above 0.75-1.25........       (0.53)         0.44         0.40         0.42       (1.04)         0.84
                                                6  Above 1.25.............       (0.54)         0.43         0.38         0.40       (1.05)         0.84
--------------------------------------------------------------------------------------------------------------------------------------------------------
* For all Penny Classes other than SPY, QQQ, IWM, and VXX.


----------------------------------------------------------------------------------------------------------------
                                                                Per contract rebates/     Per contract rebates/
                                                               fees for penny classes      fees for non-penny
            Origin                 Tier      Volume criteria --------------------------          classes
                                                (percent)                              -------------------------
                                                                 Maker        Taker       Maker **     Taker **
----------------------------------------------------------------------------------------------------------------
All MIAX PEARL Market Makers.            1  0.00-0.15.......      ($0.25)        $0.50      ($0.30)        $1.05
                                         2  Above 0.15-0.40.       (0.40)         0.50       (0.30)         1.05

[[Page 28290]]

 
                                         3  Above 0.40-0.65.       (0.40)         0.48       (0.60)         1.03
                                         4  Above 0.65-1.00        (0.47)         0.43       (0.65)         1.02
                                             or Above 2.25
                                             in SPY.
                                         5  Above 1.00-1.40.       (0.48)         0.43       (0.70)         1.02
                                         6  Above 1.40......       (0.48)         0.43       (0.85)         1.02
----------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------
                                                                Per contract rebates/     Per contract rebates/
                                                               fees for penny classes      fees for non-penny
                                             Volume criteria --------------------------          classes
            Origin                 Tier         (percent)                              -------------------------
                                                                 Maker        Taker       Maker **
                                                               [supcaret]                [supcaret]    Taker **
----------------------------------------------------------------------------------------------------------------
Non-Priority Customer, Firm,             1  0.00-0.15.......      ($0.25)        $0.50      ($0.30)        $1.05
 BD, and Non-MIAX PEARL
 Market Makers.
                                         2  Above 0.15-0.40.       (0.40)         0.50       (0.30)         1.05
                                         3  Above 0.40-0.65.       (0.40)         0.48       (0.60)         1.04
                                         4  Above 0.65-1.00.       (0.47)         0.48       (0.65)         1.04
                                         5  Above 1.00-1.40.       (0.48)         0.48       (0.70)         1.04
                                         6  Above 1.40......       (0.48)         0.48       (0.85)         1.04
----------------------------------------------------------------------------------------------------------------
** Members may qualify for the Maker Rebate and the Taker Fee associated with the highest Tier for transactions
  in Non-Penny classes if the Member executes more than 0.30% volume in Non-Penny classes, not including
  Excluded Contracts, as compared to the TCV in all MIAX PEARL listed option classes. For purposes of qualifying
  for such rates, the Exchange will aggregate the volume transacted by Members and their Affiliates in the
  following Origin types in Non-Penny classes: MIAX PEARL Market Makers, and Non-Priority Customer, Firm, BD,
  and Non-MIAX PEARL Market Makers.
[supcaret] Members may qualify for Maker Rebates equal to the greater of: (A) ($0.40) for Penny Classes and
  ($0.65) for Non-Penny Classes, or (B) the amount set forth in the applicable Tier reached by the Member in the
  relevant Origin, if the Member and their Affiliates execute at least 1.50% volume in the relevant month, in
  Priority Customer Origin type, in all options classes, not including Excluded Contracts, as compared to the
  TCV in all MIAX PEARL listed option classes.

    Except as otherwise set forth herein, the Volume Criteria is 
calculated based on the total monthly volume executed by the Member in 
all options classes on MIAX PEARL in the relevant Origin type, not 
including Excluded Contracts, (as the numerator) expressed as a 
percentage of (divided by) TCV (as the denominator). In Tier 4 for MIAX 
PEARL Market Makers, the alternative Volume Criteria (above 2.25% in 
SPY) is calculated based on the total monthly volume executed by the 
Market Maker solely in SPY options on MIAX PEARL in the relevant Origin 
type, not including Excluded Contracts, (as the numerator) expressed as 
a percentage of (divided by) SPY TCV (as the denominator). The per 
contract transaction rebates and fees shall be applied retroactively to 
all eligible volume once the threshold has been reached by Member. The 
Exchange aggregates the volume of Members and their Affiliates in the 
Add/Remove Tiered Fees. The per contract transaction rebates and fees 
shall be waived for transactions executed during the opening and for 
transactions that uncross the ABBO.
    The proposed changes are scheduled to become operative June 1, 
2018.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \16\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act,\17\ in that it 
is an equitable allocation of reasonable dues, fees and other charges 
among Exchange members and issuers and other persons using its 
facilities, and 6(b)(5) of the Act,\18\ 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.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(4).
    \18\ 15 U.S.C. 78f(b)(1) and (b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed new Tier structures 
applicable to Priority Customers, Market Makers and Professional 
Members are consistent with Section 6(b)(4) of the Act in that they are 
fair, equitable and not unreasonably discriminatory and should continue 
to improve the market quality for the Exchange's Members and 
consequently all market participants. The proposed changes to the MIAX 
PEARL Tier structures and rebates and fees are fair and equitable and 
not unreasonably discriminatory because they apply equally to all MIAX 
PEARL orders for the applicable origin type. All similarly situated 
MIAX PEARL orders are subject to the same rebate and fee schedule, and 
access to the Exchange is offered on terms that are not unfairly 
discriminatory.
    The Exchange believes that the proposed new Tier structures 
applicable to Priority Customers, Market Makers and Professional 
Members are consistent with Section 6(b)(5) of the Act in that they 
promote equitable access to the Exchange for all market participants. 
To the extent that MIAX PEARL Member volume is increased by the 
proposal, market participants will increasingly compete for the 
opportunity to trade on the Exchange including sending more orders to 
the Exchange. The resulting increased volume and liquidity will benefit 
all Exchange participants by providing more trading opportunities and 
tighter spreads.
    The specific volume thresholds of the Tiers for Priority Customers, 
Market Makers and Professional Members as well as the rebates and fees 
are set based upon business determinations and an analysis of current 
volume levels. The Exchange believes that the proposed new Maker 
rebates and Taker fees are generally within the range of rebates and 
fees at other exchanges that have a Maker-Taker fee structure.\19\ The 
volume thresholds are intended to continue to incentivize MIAX PEARL 
Members to increase the number of orders they send to the Exchange so 
that they can achieve the next threshold, and to encourage all market 
participants to send more orders as well. Increasing the number of 
orders sent to the Exchange will in turn provide tighter and more 
liquid markets, and therefore attract

[[Page 28291]]

more business overall. Similarly, the different rebate rates at the 
different Tier levels are based on an analysis of current revenue and 
volume levels and are intended to provide continued incentives to MIAX 
PEARL market participants to increase the volume of orders sent to, and 
contracts executed on, the Exchange. The specific volume thresholds of 
the Tiers and rates are set in order to encourage MIAX PEARL market 
participants to continue to reach for higher tiers.
---------------------------------------------------------------------------

    \19\ See supra note 13.
---------------------------------------------------------------------------

    The proposed Maker rebate decrease in Penny and Non-Penny Classes 
applicable to Priority Customers and Professional Members in the 
specified Tiers is reasonable, equitable and not unfairly 
discriminatory because all similarly situated market participants are 
subject to the same tiered rebates and fees and access to the Exchange 
is offered on terms that are not unfairly discriminatory. For 
competitive and business reasons, the Exchange initially set its Maker 
rebates for Priority Customer and Professional Member orders higher 
than certain other options exchanges that operate comparable maker/
taker pricing models.\20\ The Exchange now believes that it is 
appropriate to decrease those Maker rebates so that they are more in 
line with other exchanges, and will still remain highly competitive 
such that they should enable the Exchange to continue to attract order 
flow and grow market share.
---------------------------------------------------------------------------

    \20\ See supra note 14.
---------------------------------------------------------------------------

    The proposal to provide alternative Maker rebates for options 
transactions in all classes for Professional Members, provided that the 
Member meets certain volume criteria (the Member and their Affiliates 
execute at least 1.50% volume in the relevant month, in Priority 
Customer Origin type, in all options classes, not including Excluded 
Contracts, as compared to the TCV in all MIAX PEARL listed option 
classes), is reasonable, equitable and not unfairly discriminatory 
because all similarly situated market participants are subject to the 
same tiered rebates and fees and access to the Exchange is offered on 
terms that are not unfairly discriminatory. The Exchange believes that 
providing alternative Maker rebates for options transactions in all 
classes for Professional Members (if the Member meets certain volume 
criteria relating to Priority Customer volume) will encourage Members 
to execute additional Priority Customer and Professional Member volume 
on the Exchange. The Exchange believes that additional Priority 
Customer and Professional Member volume executed on the Exchange will 
attract further liquidity to the Exchange, which in turn will benefit 
all market participants.
    The Exchange's proposal to modify the Alternative Volume Criteria 
for Tier 4 based on SPY volume executed on the Exchange is reasonable, 
equitable, and not unfairly discriminatory, since it is intended to 
incentivize order flow in increased volume levels to be sent to the 
Exchange for execution in an actively traded options class. SPY options 
are the most actively traded class. The Exchange therefore believes 
that incentivizing Members that concentrate their trading activity in 
SPY options will consequently increase order flow sent to the Exchange, 
which will benefit all market participants through increased liquidity, 
tighter markets and order interaction.
    The proposed Taker fee increases applicable to orders submitted by 
a Member for the account of Priority Customers and Professional Members 
are reasonable, equitable and not unfairly discriminatory because all 
option orders of the same origin type are subject to the same tiered 
Taker fees and access to the Exchange is offered on terms that are not 
unfairly discriminatory. The Exchange initially set its Taker fees at 
the various levels based upon business determinations and an analysis 
of current Taker fees and volume levels at other exchanges. For 
competitive and business reasons, the Exchange initially set its Taker 
fees for Priority Customer and Professional Member orders lower than 
certain other options exchanges that operate comparable maker/taker 
pricing models.\21\ The Exchange now believes that it is appropriate to 
increase those Taker fees so that they are more in line with other 
exchanges, and will still remain highly competitive such that they 
should enable the Exchange to continue to attract order flow and grow 
market share. The Exchange notes that, even as amended, its Taker fees 
for Priority Customers and Professional Members are generally lower 
than certain other options exchanges operating competing models.\22\ 
The Exchange believes for these reasons that increasing certain Taker 
fees for Priority Customer and Professional Member transactions in the 
specified Tiers is equitable, reasonable and not unfairly 
discriminatory, and thus consistent with the Act.
---------------------------------------------------------------------------

    \21\ Id.
    \22\ Id.
---------------------------------------------------------------------------

    Furthermore, the proposed increases to the Taker fees for Priority 
Customer transactions promotes just and equitable principles of trade, 
fosters cooperation and coordination with persons engaged in 
facilitating transactions in securities, and protects investors and the 
public interest, because even with the increases, the Exchange's 
proposed Taker fees for Priority Customer and Professional Member 
orders still remain highly competitive with certain other options 
exchanges offering comparable pricing models, and should enable the 
Exchange to continue to attract order flow and grow market share. The 
Exchange believes that the amount of such fees, as proposed to be 
increased, will continue to encourage Members to send Priority Customer 
and Professional Member orders to the Exchange. To the extent that 
order flow is increased by the proposal, market participants will 
increasingly compete for the opportunity to trade on the Exchange, 
including sending more orders which will have the potential to be 
assessed lower fees and higher rebates than certain other competing 
options exchanges. The resulting increased volume and liquidity will 
benefit all Exchange participants by providing more trading 
opportunities and tighter spreads.
    The Exchange believes that its proposal to offer tiered Taker fees 
assessable to transactions solely in SPY, QQQ, IWM, and VXX options is 
consistent with other options markets that also assess different 
transaction fees for select option classes (including SPY, QQQ, IWM, 
and VXX) as compared to other option classes. The Exchange believes 
that establishing separate tiered pricing for these select products for 
Priority Customers is reasonable, equitable, and not unfairly 
discriminatory because these select products are generally more liquid 
than other option classes. Additionally, certain other competing 
options exchanges differentiate pricing in a similar manner.\23\
---------------------------------------------------------------------------

    \23\ See Nasdaq ISE Schedule of Fees, Section I, Regular Order 
Fees and Rebates; see also Nasdaq Options Market LLC (``NOM'') 
Chapter XV, Section 2, ``Nasdaq Options Market Fees and Rebates.''
---------------------------------------------------------------------------

    The Exchange believes that the proposed non-substantive, technical 
corrections to the note beneath the transaction fee tables will promote 
just and equitable principles of trade, remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because it will improve the readability of the Fee Schedule. The 
proposed changes do not alter the substantive application of fees or 
rebates. As such, the proposed change is intended to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities

[[Page 28292]]

and would remove impediments to and perfect the mechanism of a free and 
open market and a national market system. In particular, the Exchange 
believes that the proposed rule change will provide greater clarity to 
Members and the public regarding the Exchange's Fee Schedule, and it is 
in the public interest for rules to be accurate and concise so as to 
eliminate the potential for confusion.

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

    MIAX PEARL does not believe that the proposed rule changes will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange believes that the 
proposed changes in the Tier structure for the market participants 
should continue to encourage the provision of liquidity that enhances 
the quality of the Exchange's markets and increases the number of 
trading opportunities on MIAX PEARL for all participants who will be 
able to compete for such opportunities. The proposed rule change should 
enable the Exchange to continue to attract and compete for order flow 
with other exchanges. However, this competition does not create an 
undue burden on competition but rather offers all market participants 
the opportunity to receive the benefit of competitive pricing.
    The proposed Maker rebate decreases, alternative Maker rebates, and 
Taker fee increases as well as the tiered Taker fees for SPY, QQQ, IWM 
and VXX options, are intended to keep the Exchange's fees highly 
competitive with those of other exchanges, and to encourage liquidity 
and should enable the Exchange to continue to attract and compete for 
order flow with other exchanges which offer comparable Maker rebates 
and Taker fees and enhanced pricing on transactions in select symbols.
    Further, the Exchange believes that the proposed modification to 
the alternative Volume Criteria threshold in Tier 4 based on SPY 
options volume applicable to Market Makers will continue to provide 
incentives to those Market Makers that concentrate their trading 
activity in SPY options to send additional SPY orders and creates 
additional opportunity for additional liquidity to the market.
    The Exchange does not believe that the proposed rule change to make 
technical corrections to its rules will impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act. This aspect of the proposed rule change is not designed to 
address any competitive issues but rather is designed to add additional 
clarity and to remedy minor, non-substantive issues in the text of the 
Fee Schedule.
    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 rebates and fees 
to remain competitive with other exchanges and to attract order flow. 
The Exchange believes that the proposed rule changes reflect this 
competitive environment because they modify the Exchange's fees in a 
manner that encourages market participants to continue to provide 
liquidity and to send order flow to the Exchange.

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,\24\ and Rule 19b-4(f)(2) \25\ 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.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \25\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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-PEARL-2018-13 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-PEARL-2018-13. 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 website (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 website 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 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-PEARL-2018-13 and should be submitted on 
or before July 9, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12935 Filed 6-15-18; 8:45 am]
BILLING CODE 8011-01-P