[Federal Register Volume 84, Number 43 (Tuesday, March 5, 2019)]
[Notices]
[Pages 7954-7957]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-03891]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85208; File No. SR-EMERALD-2019-05]


Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Exchange Rule 602, Appointment of Market Makers

February 27, 2019.
    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 February 19, 2019, MIAX Emerald, LLC (``MIAX Emerald'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I and II 
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 Exchange Rule 602, 
Appointment of Market Makers, in order to harmonize its rule to the 
rules of the Exchange's affiliate, Miami International Securities 
Exchange, LLC (``MIAX Options'').
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/emerald, at MIAX 
Emerald'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 MIAX Emerald Rule 602, Appointment 
of Market Makers, in order to harmonize its rule to the rules of MIAX 
Options.
Background
    MIAX Emerald plans to commence operations as a national securities 
exchange registered under Section 6 of the Act \3\ on March 1, 2019. As 
described more fully in MIAX Emerald's Form 1 application,\4\ the 
Exchange is an affiliate of MIAX Options and MIAX PEARL, LLC (``MIAX 
PEARL''). MIAX Emerald Rules, in their current form, were filed as 
Exhibit B to its Form 1 on August 16, 2018, and at that time, the above 
mentioned rules, were substantially similar to the rules of the MIAX 
Options exchange. In the time between when the Exchange filed its Form 
1 and the time the Exchange received its approval order, MIAX Options 
made changes to its rule book. In order to ensure consistent operation 
of both MIAX Emerald and MIAX Options through having consistent rules, 
the Exchange proposes to amend MIAX Emerald Rules as described below.
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    \3\ 15 U.S.C. 78f.
    \4\ See Securities Exchange Act Release No. 84891 (December 20, 
2018), 83 FR 67421 (December 28, 2018) (File No. 10-233) (order 
approving application of MIAX EMERALD, LLC for registration as a 
national securities exchange).
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Proposal
    The Exchange proposes to amend MIAX Emerald Rule 602, Appointment 
of Market Makers, to specify the method by which LMMs and RMMs would 
request appointments to (and relinquishment of appointments from) one 
or more classes of option contracts traded on the Exchange pursuant to 
Rule 602(a). These changes would make MIAX Emerald Rule 602 consistent 
with MIAX Options Rule 602 and are identical to changes made by MIAX 
Options when it modified its rule.\5\ The Exchange believes this 
proposal would harmonize the appointment process between MIAX Options 
and MIAX Emerald, and would promote efficiency for both the Exchange 
and for these types of Market Makers.\6\ Other option exchanges also 
specify a method which governs the appointment of market makers to 
classes of option contracts traded on the exchange, however, these 
methods, while generally automated, differ somewhat across 
exchanges.\7\
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    \5\ See Securities Exchange Act Release No. 83577 (July 2, 
2018), 83 FR 31812 (July 9, 2018) (SR-MIAX-2018-13).
    \6\ The term ``Market Makers'' refers to ``Lead Market Makers,'' 
``Primary Lead Market Makers'' and ``Registered Market Makers'' 
collectively. See Exchange Rule 100.
    \7\ See, e.g., Cboe BZX Exchange, Inc. (``Cboe BZX'') Rules 
22.3(a),(b) (Market Maker Registration); see also Nasdaq PHLX, LLC 
(``Nasdaq Phlx'') Rule 3212(b) (Registration as a Market Maker); 
Nasdaq Options Market (``NOM''), Chapter VII (Market Participants), 
Section 3(a),(b) (Continuing Market Maker Registration); NYSE 
American, LLC (``NYSE American''), Rule 923NY (Appointment of Market 
Makers).
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    Once a Member \8\ has qualified as either an LMM or an RMM, such 
Market Maker may request an appointment (or, following an appointment, 
relinquishment from an appointment) in one or more option classes 
pursuant to Rule 602. The Exchange's proposal seeks to specify that 
LMMs and RMMs would be required to use an Exchange approved electronic 
interface to request appointments (and relinquishment of appointments) 
to one or more classes of option contracts. A Primary Lead

[[Page 7955]]

Market Maker (``PLMM''),\9\ however, would go through a different, more 
extensive appointment process. Accordingly, the Exchange intentionally 
excluded PLMMs from this proposal. The Exchange believes it is 
appropriate to exclude PLMMs from this appointment method because the 
Board or designated committee would appoint only one PLMM to each 
options class traded on the Exchange, as opposed to the multiple number 
of LMMs and RMMs, and because of the heightened obligations associated 
with performing the responsibilities of a PLMM.\10\ Because of the 
heightened responsibilities of PLMMs, the Exchange believes that it is 
appropriate to have a different method for PLMMs on the one hand, and 
LMMs and RMMs on the other hand, with respect to the method by which 
appointments (and relinquishments of appointments) are requested.
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    \8\ The term ``Member'' means an individual or organization 
approved to exercise the trading rights associated with a Trading 
Permit. Members are deemed ``members'' under the Exchange Act. See 
Exchange Rule 100.
    \9\ A ``Primary Lead Market Maker'' is a Lead Market Maker 
appointment by the Exchange to act as the Primary Lead Market Maker 
for the purpose of making markets in securities traded on the 
Exchange. The Primary Lead Market Maker is vested with the rights 
and responsibilities specified in Chapter VI of these Rules with 
respect to Primary Lead Market Makers. See Exchange Rule 100.
    \10\ See, for example, Exchange Rules 603 and 604 for certain 
heightened obligations of PLMMs.
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    Specifically, Rule 602(a) provides that ``[t]he Board or a 
committee designated by the Board shall appoint Market Makers to one or 
more classes of option contracts traded on the Exchange.'' \11\ In 
addition to having the authority to appoint one PLMM to each options 
class, ``[t]he Exchange will impose an upper limit on the aggregate 
number of Market Makers that may quote in each class of options 
(``Class Quoting Limit'' or ``CQL'').'' Currently, the CQL is set at 
fifty (50) Market Makers per option class but the Exchange may 
``increase the CQL for an existing or new option class if the President 
determines that it would be appropriate.'' \12\ Further, Rule 602(c)(2) 
provides that ``Market Makers requesting an appointment in a class of 
options will be considered for the appointment in accordance with 
paragraphs (a), (b) and (f) of this Rule 602, provided the number of 
Market Makers appointed in the options class does not exceed the CQL.''
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    \11\ See Rule 602(a).
    \12\ See Rule 602(c).
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    In making appointments of Market Makers to one or more classes of 
option contracts traded on the Exchange, the Board or designated 
committee shall consider the financial resources available to the 
Market Maker; the Market Maker's experience and expertise in market 
making or options trading; the preferences of the Market Maker to 
receive appointment(s) in specific option class(es); and the 
maintenance and enhancement of competition among Market Makers in each 
class of option contracts to which they are appointed.\13\ Rule 
602(c)(2) also states that, when the number of Market Makers appointed 
in the options class equals the CQL, all other Market Makers requesting 
to be appointed in that options class will be wait-listed in the order 
in which they submitted their request.\14\
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    \13\ See Rule 602(a).
    \14\ See Rule 602(c)(2).
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    Under the current Rule, ``[t]he Board or designated committee may 
suspend or terminate any appointment of a Market Maker under this Rule 
[602] and may make additional appointments or change the option classes 
included in a Market Maker's appointed classes whenever, in the Board's 
or designated committee's judgment, the interests of a fair and orderly 
market are best served by such action.'' \15\ Moreover, the Exchange 
``shall periodically conduct an evaluation of Market Makers to 
determine whether they have fulfilled performance standards relating 
to, among other things, quality of markets, competition among Market 
Makers, observance of ethical standards, and administrative factors. 
The Exchange may consider any relevant information, including but not 
limited to the results of a Market Maker evaluation questionnaire, 
trading data, a Market Maker's regulatory history and such other 
factors and data as may be pertinent in the circumstances.'' \16\ If 
the Exchange finds that a Market Maker has not met the performance 
standards, the Exchange may take action, including suspending, 
terminating or restricting a Market Maker's appointment or 
registration.\17\
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    \15\ See Rule 602(e).
    \16\ See Rule 602(f).
    \17\ See id.
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    The Exchange proposes to amend MIAX Emerald Rule 602 solely to 
specify the method by which LMMs and RMMs would request appointments to 
(or relinquishment of appointments from) one or more classes of option 
contracts traded on the Exchange pursuant to Rule 602(a). In 
particular, the Exchange proposes to adopt Interpretations & Policies 
.02 to Rule 602 to provide that, ``Lead Market Makers and Registered 
Market Makers shall request appointments to (and relinquishment of 
appointments from) one or more classes of option contracts traded on 
the Exchange pursuant to Rule 602(a) via an Exchange approved 
electronic interface, which request must be submitted prior to 6:00 
p.m. Eastern Time of the business day immediately preceding the next 
trading day. The Exchange approved electronic interface will also 
ensure that, before any appointment request (or relinquishment of an 
appointment) is approved, the CQL established by Rule 602 has not been 
exceeded. Appointments (and relinquishments of appointments) shall 
become effective on the day after the request is submitted, provided 
that it has been approved. Approvals and denials of appointments (and 
relinquishment of appointments) shall be communicated by the Exchange 
via the same Exchange approved electronic interface through which the 
request was made.''
    The Exchange believes that requiring LMMs and RMMs to use an 
Exchange approved electronic interface to request appointments to one 
or more classes of option contracts would enable LMMs and RMMs to 
efficiently request appointments (and relinquishment of appointments) 
and get notified of approvals or denials related to such requests, 
which, in turn, would limit the time and resources expended by such 
Market Makers and the Exchange on the appointment process.
    The Exchange also believes this proposal would provide LMMs and 
RMMs with efficient access to the securities in which they want to make 
markets and disseminate competitive quotations by harmonizing the 
process to be identical to the process currently in place on MIAX 
Options, which would provide additional liquidity and enhance 
competition in those securities. The Exchange would retain the ability 
to suspend or terminate any appointment of a Market Maker if necessary 
to maintain a fair and orderly market.\18\ The Exchange notes that the 
proposed changes to Rule 602 are identical to changes made by MIAX 
Options when it modified its rule,\19\ and therefore raises no new or 
novel issues. Furthermore, the Exchange notes that it is only proposing 
to specify the method by which LMMs and RMMs would request appointments 
to (and relinquishment of appointments from) one or more classes of 
option contracts traded on the Exchange pursuant to Rule 602(a), and 
would not change the substantive provisions of the rules including the 
CQL, quoting requirements, or the Exchange's ability to make additional 
appointments or change the option classes included in a Market Maker's 
requested appointment whenever, in the Board's or designated

[[Page 7956]]

committee's judgment, the interests of a fair and orderly market are 
best served by such action.
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    \18\ See Rule 602(e).
    \19\ See supra note 5.
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2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent 
with Section 6(b) of the Act \20\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \21\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in 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.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that requiring LMMs and RMMs to use an 
Exchange approved electronic interface to request appointments to one 
or more classes of option contracts would enable LMMs and RMMs to 
efficiently request appointments (and relinquishment of appointments) 
and get notified of approvals or denials related to such requests, 
which, in turn, would limit the time and resources expended by such 
Market Makers and the Exchange on the appointment process, through the 
use of an automated tool. The Exchange believes the proposed change 
would reduce the burden on both LMMs and RMMs, and Exchange staff by 
harmonizing the process to be identical to MIAX Options, which would 
result in a fair and reasonable use of resources to the benefit of all 
market participants. In particular, the proposal to require LMMs and 
RMMs to use an Exchange approved electronic interface to request to be 
appointed to a class, and to make changes thereto, is consistent with 
Act because it would provide LMMs and RMMs with efficient access to the 
securities in which they want to make markets by harmonizing the 
process to be identical to the process currently in place on MIAX 
Options. The Exchange also believes that allowing LMMs and RMMs to 
request relinquishment from appointments using the same process used by 
LMMs and RMMs to request appointments, would serve to promote just and 
equitable principles of trade and benefit investors and the public 
interest by establishing a systematic way for LMMs and RMMs to manage 
their appointments and provide more clarity with respect to the 
process, which also serves to promote consistency and transparency for 
such Market Makers.
    In addition, the Exchange believes that clarifying the process by 
which LMMs and RMMs request appointments and relinquishment of 
appointments on an automated basis and harmonizing such process with 
that of MIAX Options is likewise consistent with the Act. First, the 
Board or a designated committee will continue to have responsibility 
for approving the appointments requested by LMMs and RMMs in one or 
more classes of options contracts traded on the Exchange. The Board or 
a designated committee would continue to consider the relevant factors 
and conduct an evaluation of Market Makers prior to their 
appointment.\22\ In addition, as noted above, the Exchange would 
continue to have authority to suspend or terminate any Market Maker 
appointment in the interest of a fair and orderly market, including, if 
necessary to prevent fraudulent and manipulative acts and practices and 
protect investors, or if a Market Maker does not satisfy its 
obligations with respect to an appointment.\23\ Furthermore, the 
Exchange approved electronic interface utilized by LMMs and RMMs to 
request an appointment will ensure that, before any additions to a 
Market Maker's appointment are approved, the CQL established by Rule 
602 has not been exceeded. Accordingly, the Exchange believes this 
proposal is consistent with Section 6(b) of the Exchange Act.\24\
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    \22\ See supra notes 11-15.
    \23\ See Rule 602(e). See also Rule 600(c) (regarding the 
Exchange's ability to suspend or terminate a Market Maker's 
registration based on ``a determination that such Member has failed 
to properly perform as a Market Maker.'').
    \24\ 15 U.S.C. 78f(b).
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    The proposed rule change would not result in unfair discrimination, 
as it applies to all LMMs and RMMs equally. As noted above, the 
Exchange intentionally excluded PLMMs from this proposal. The Exchange 
believes it isn't unfairly discriminatory to exclude PLMMs from this 
new appointment method because the Board or designated committee 
appoints only one PLMM to each options class traded on the Exchange, as 
opposed to the multiple number of LMMs and RMMs, and because of the 
heightened obligations associated with performing the responsibilities 
of a PLMM.\25\ Because of these heightened responsibilities of PLMMs, 
the Exchange believes that it is not unfairly discriminatory to treat 
PLMMs differently from LMMs and RMMs with respect to the method by 
which appointments (and relinquishments of appointments) are requested.
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    \25\ See supra note 10.
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    Further, the proposed rule change would provide LMMs and RMMs with 
efficient access to the securities in which they want to make markets 
and disseminate competitive quotations by harmonizing the process to be 
identical to the process currently in place on MIAX Options, which 
would provide additional liquidity and enhance competition in those 
securities, while limiting the time and resources expended by such 
Market Makers and the Exchange on the appointment process. 
Nevertheless, Market Makers would still be required to comply with 
certain obligations to maintain their status as a Market Maker, 
including that they provide continuous, two-sided quotations in their 
appointed securities.\26\
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    \26\ See Rule 604.
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    Finally, as noted above, specifying the method of the appointment 
process would also align the rules of the Exchange with the rules of 
other options exchanges and to the rules of MIAX Options, where Market 
Makers presently have the ability to select and make changes to their 
appointments and registrations via an exchange-approved electronic 
interface.\27\ The Exchange believes this consistency across exchanges 
would remove impediments to and perfect the mechanism of a free and 
open market by ensuring that members, regulators and the public can 
more easily navigate the Exchange's rulebook and better understand the 
appointment process.
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    \27\ See supra note 7.
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    Additionally, the Exchange believes that although MIAX Emerald 
rules may, in certain instances, intentionally differ from MIAX Options 
rules, the proposed changes will promote uniformity with MIAX Options 
with respect to rules that are intended to be identical. The Exchange 
believes that it will reduce the potential for confusion by its members 
that are also members of MIAX Options with respect to rules that are 
intended to be identical.

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

    MIAX Emerald does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act because it provides for the 
same process to a group of similarly situated market participants, LMMs 
and RMMs. The proposed rule change would provide LMMs and RMMs with 
efficient access to the securities in which they want to make markets 
and disseminate competitive quotations by harmonizing

[[Page 7957]]

the process to be identical to the process currently in place on MIAX 
Options, which would provide additional liquidity and enhance 
competition in those securities, while limiting the time and resources 
expended by such Market Makers and the Exchange on the appointment 
process. Additionally, the proposed rule change will help to provide 
more clarity with respect to the appointment process, which also serves 
to promote consistency and transparency for such Market Makers.
    The Exchange does not believe the proposed rule change would help 
these Market Makers to the detriment of market participants on other 
exchanges, particularly because the proposed appointment process for 
LMMs and RMMs is meant to simply create an efficient and clear process 
by which such Market Makers can request an appointment, and it is 
similar to the appointment and registration processes for market makers 
already in place on other exchanges.\28\ LMMs and RMMs would still be 
subject to the same obligations with respect to its appointment; 
however, the proposed rule change would make the appointment process 
efficient for such Market Makers. The Exchange believes that the 
proposed rule change would relieve any burden on, or otherwise promote, 
competition, as it would enable LMMs and RMMs to efficiently request 
appointments (and relinquishment of appointments) and get notified of 
approvals or denials related to such requests, which, in turn, would 
limit the time and resources expended by such Market Makers and the 
Exchange on the appointment process.
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    \28\ Id.
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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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to 19(b)(3)(A) of the Act \29\ and Rule 19b-4(f)(6) \30\ 
thereunder.
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    \29\ 15 U.S.C. 78s(b)(3)(A).
    \30\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \31\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \32\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. In its filing 
with the Commission, the Exchange has asked the Commission to waive the 
30-day operative delay so that the proposal may become operative 
immediately upon filing. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and 
the public interest. The Commission notes that waiver of the operative 
delay will allow the proposed rules to become operative before the 
Exchange intends to commence operations as a national exchange. The 
Commission notes that the proposed rule change is based on a 
substantively identical rule of MIAX Options and thus raises no new 
novel or substantive issues. Accordingly, the Commission hereby waives 
the operative delay and designates the proposal operative upon 
filing.\33\
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    \31\ 17 CFR 240.19b-4(f)(6).
    \32\ 17 CFR 240.19b-4(f)(6)(iii).
    \33\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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.

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- EMERALD-2019-05 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-EMERALD-2019-05. 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-EMERALD-2019-05 and should be submitted 
on or before March 26, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-03891 Filed 3-4-19; 8:45 am]
 BILLING CODE 8011-01-P