[Federal Register Volume 84, Number 72 (Monday, April 15, 2019)]
[Notices]
[Pages 15265-15269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-07370]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85566; File No. SR-IEX-2019-03]


Self-Regulatory Organizations; Investors Exchange LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Modify 
the Listing Requirements Contained in Rule 14.412 To Change the 
Definition of Market Value for Purposes of the Shareholder Approval 
Rules and Eliminate the Requirement for Shareholder Approval of 
Issuances at a Price Less Than Book Value but Greater Than Market Value

April 9, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on March 26, 2019, Investors Exchange LLC (``IEX'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the 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\ 15 U.S.C. 78a.
    \3\ 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

    Pursuant to the provisions of Section 19(b)(1) under the Securities 
Exchange Act of 1934 (``Act''),\4\ and Rule 19b-4 thereunder,\5\ IEX is 
filing with the Commission a proposed rule change to modify the listing 
requirements contained in IEX Rule 14.412(d) to change the definition 
of market value for purposes of the shareholder approval rules and to 
eliminate the requirement for shareholder approval of issuances at a 
price less than book value but greater than market value. The Exchange 
has designated this proposal as non-controversial and provided the 
Commission with the notice required by

[[Page 15266]]

Rule 19b-4(f)(6)(iii) under the Act.\6\ The text of the proposed rule 
change is available at the Exchange's website at www.iextrading.com, at 
the principal office of the Exchange, and at the Commission's Public 
Reference Room.
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    \4\ 15 U.S.C. 78s(b)(1).
    \5\ 17 CFR 240.19b-4.
    \6\ 17 CFR 240.19b-4(f)(6)(iii).
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II. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of and basis for the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of these statement may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in Sections A, B, and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    IEX Rule 14.412(d) requires shareholder approval for security 
issuances for less than the greater of book or market value (other than 
in the context of a public offering) if either (a) an issuance equals 
20% or more of the outstanding common stock or outstanding voting power 
or (b) a smaller issuance coupled with sales by officers, directors or 
substantial shareholders meets or exceeds the 20% threshold. IEX Rule 
14.002(a)(21) defines ``market value'' as the consolidated closing bid 
price (multiplied by the measure to be valued). As described more fully 
below, IEX proposes to amend Rule 14.412(d) to change the definition of 
market value for purposes of the shareholder approval rules and to 
eliminate the requirement for shareholder approval of issuances at a 
price less than book value but greater than market value. This proposed 
amendment is substantially similar to an amendment NASDAQ recently made 
to its own shareholder approval requirements.\7\
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    \7\ See Exchange Act Release No. 34-84287 (September 26, 2018) 
(SR-NASDAQ-2018-008); 83 FR 49599 (October 2, 2018).
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I. Definition of Market Value
    IEX Rule 14.412(d) requires an IEX-listed company to obtain 
shareholder approval when issuing common stock or securities 
convertible into or exercisable for common stock, which alone or 
together with sales by officers, directors or Substantial Shareholders 
of the Company,\8\ equals 20% or more of the common shares or 20% or 
more of the voting power outstanding at a price less than the greater 
of the book value or market value of that stock. Rule 14.002(a)(21) 
defines ``market value'' as the consolidated closing bid price 
(multiplied by the measure to be valued).
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    \8\ See IEX Rule 14.412(e)(3).
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    The Exchange believes that the consolidated closing bid price may 
not be transparent to companies and investors and does not always 
reflect an actual price at which a security has traded. The Exchange 
also believes that, generally speaking, the price of an executed trade 
is viewed as a more reliable indicator of value than a bid quotation, 
and the more shares executed, the more reliable the price is 
considered. Further, it is the Exchange's understanding that in 
structuring transactions, investors and companies often rely on an 
average price over a prescribed period of time for pricing issuances 
because it can smooth out unusual fluctuations in price.\9\ 
Accordingly, IEX proposes to modify the measure of market value for 
purposes of Rule 14.412(d) from the consolidated closing bid price to 
the lower of: (i) The closing price (as reflected on iextrading.com) 
immediately preceding the signing of a binding agreement; or (ii) the 
average closing price of the common stock (as reflected on 
iextrading.com) for the five trading days immediately preceding the 
signing of a binding agreement.
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    \9\ See, e.g., Exchange Act Release No. 84287 (September 26, 
2018) (SR-NASDAQ-2018-008); 83 FR 49599 (October 2, 2018) at 49601 
and Exchange Act Release No. 84821 (December 14, 2018) (SR-NYSE-
2018-54); 83 FR 65378 (December 20, 2018) at 65380.
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    In addition, the ability of an IEX-listed company to issue 
securities in a private placement without shareholder approval will 
continue to be limited by other important IEX rules.\10\ For example, 
any discounted issuance of stock to a company's officers, directors, 
employees, or consultants would require shareholder approval under the 
Exchange's equity compensation rules.\11\ In addition, shareholder 
approval would be required if the issuance resulted in a change of 
control and for the acquisition of stock or assets of another company, 
including where an issuance increases voting power or common shares by 
5% or more and an officer or director or substantial security holder 
has a 5% direct or indirect interest (or collectively 10%) in the 
company or assets to be acquired.\12\
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    \10\ See, e.g., IEX Rule 14.412(a), (b) and (c). If shareholder 
approval is not required under IEX Rule 14.412(d) it could still be 
required under one of the other shareholder approval provisions of 
IEX Rule 14.412 since these provisions apply independently of each 
other.
    \11\ See IEX Rule 14.412(c).
    \12\ See IEX Rule 14.412(a) and (b).
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A. Closing Price
    The closing price reported on iextrading.com is the IEX Official 
Closing Price.\13\ In the case of an IEX-listed security, the IEX 
Official Closing Price is the price of the Closing Auction.\14\ The IEX 
closing auction is designed to gather the maximum liquidity available 
for execution at the close of trading, and to maximize the number of 
shares executed at a single price at the close of the trading day. The 
closing auction promotes accurate closing prices by offering 
specialized orders available only during the closing auction and 
integrating those orders with regular orders submitted during the 
trading day that are still available at the close. The closing auction 
is made highly transparent to all investors through the widespread 
dissemination of stock-by-stock information about the closing auction, 
including the potential price and size of the closing auction. IEX 
believes its closing auction is a valuable pricing tool for issuers, 
traders, and investors alike. For these reasons, IEX believes that the 
closing price reported on iextrading.com is a better reflection of the 
market price of a security than the closing bid price. This proposal is 
consistent with the approach of other exchanges.\15\
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    \13\ See IEX Rules 1.160(v) and 11.350(d)(2)(B).
    \14\ In the event that there is no Closing Auction, the IEX 
Official Closing Price will be the price of the Final Last Sale 
Eligible Trade. See IEX Rule 11.350(d)(2)(B). See also, IEX Rule 
11.350(a)(7) which defines ``Final Last Sale Eligible Trade''.
    \15\ See Nasdaq Rule 5635(d)(1) and Section 312.04(i) of the New 
York Stock Exchange Listed Company Manual, each of which utilize the 
closing price for purposes of determining market value for purposes 
of comparable shareholder approval requirements.
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    Further, IEX believes it is appropriate to codify in Rule 14.412(d) 
that iextrading.com is the appropriate source for closing price 
information in view of the variety of available market data 
sources.\16\
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    \16\ The closing price in each IEX-listed security is published 
on iextrading.com in near real time and is available without 
registration or a fee. IEX does not currently intend to charge a fee 
for access to closing price information or otherwise restrict 
availability of this information. In the event that IEX subsequently 
determines to do so, it will file a proposed rule change under 
Section 19(b) of the Act with respect to such change and address any 
impact to compliance with Rule 14.412(d) thereto.
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B. Five-Day Average Price
    As noted above, the Exchange understands that in structuring

[[Page 15267]]

transactions involving the issuance of securities of a listed company, 
investors and companies often rely on an average price over a 
prescribed period of time for pricing issuances because it can smooth 
out unusual fluctuations in price on a single day. However, there are 
potential negative consequences to using a five-day average as the sole 
measure of whether shareholder approval is required. For example, in a 
declining market, the five-day average price will always be above the 
current market price, thus making it difficult for companies to close 
transactions because investors could buy shares in the market at a 
price below the five-day average price. Conversely, in a rising market, 
the five-day average price will appear to be a discount to the closing 
price. In addition, if material news is announced during the five-day 
period, the average could be a worse reflection of the market value 
than the closing price after the news is disclosed. Nonetheless, IEX 
believes that these risks are already accepted in the market, as 
evidenced by the use of an average price in transactions that do not 
require shareholder approval under other exchanges' listing rules,\17\ 
such as where less than 20% of the outstanding shares are issuable in 
the transaction, notwithstanding the risk of possible unfavorable price 
movements borne by both the issuer and the purchaser of the securities 
during the time between when the agreement is executed and the closing 
of the transaction. However, the Exchange believes that concerns 
regarding the use of solely a five-day average price are valid, and as 
such, proposes to amend Rule 14.412(d) to define market value as the 
lower of the closing price immediately preceding the signing of the 
binding agreement or the five-day average of the closing price as the 
measure of market value for purposes of the shareholder approval rules. 
Thus, an issuance would not require an approval by the company's 
shareholders, so long as it is at a price that is greater than the 
lower of those measures.\18\ To improve the readability of the rule, 
IEX proposes to define this new concept as the ``Minimum Price'' and 
eliminate references to book value and market value from Rule 
14.412(d).
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    \17\ See e.g., Nasdaq Rule 5635 and Section 312.03 of the NYSE 
Listed Company Manual.
    \18\ Issuances below Market Value to officers, directors, 
employees, or consultants are, and will continue to be, subject to 
the requirements of Rule 14.412(c). IEX will continue to use the 
definition of Market Value in Rule 14.002(a)(21), which provides 
that Market Value means the consolidated closing bid price 
multiplied by the measure to be valued, for purposes of Rule 
14.412(c) as well as other IEX listing rules that include a Market 
Value component.
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II. Book Value
    Consistent with the proposed use of the Minimum Price to determine 
whether shareholder approval is required for an issuance of securities 
under Rule 14.412, IEX proposes to eliminate the requirement for 
shareholder approval of issuances at a price less than book value but 
greater than market value. Book value is an accounting measure and its 
calculation is based on the historic cost of assets, not their current 
value. As such, the Exchange does not believe it is an appropriate 
measure of whether a transaction is dilutive or should otherwise 
require shareholder approval. IEX understands that when the market 
price is below the book value, the book value test can appear arbitrary 
and have a disproportionate impact on companies in certain industries 
and at certain times. For example, during the financial crisis in 2008 
and 2009, many banks and finance-related companies temporarily traded 
below book value. Similarly, companies that make large investments in 
infrastructure may trade below the accounting carrying value of those 
assets. In these circumstances, the Exchange believes that companies 
are precluded based on purely accounting reasons from quickly raising 
capital on terms that are at or above the market price. Further, the 
Exchange is not aware that shareholders of listed companies consider 
book value to be a material factor when they are asked to vote to 
approve a proposed transaction.
III. Other Changes
    To improve the readability of Rule 14.412(d) IEX proposes to define 
``20% Issuance'' as ``a transaction, other than a public offering as 
defined in Supplementary Material .03, involving the sale, issuance or 
potential issuance by the Company of common stock (or securities 
convertible into or exercisable for common stock), which alone or 
together with sales by officers, directors or Substantial Shareholders 
of the Company, equals 20% or more of the common stock or 20% or more 
of the voting power outstanding before the issuance.'' This definition 
combines the situations described in existing Rule 14.412(d)(1) and 
(d)(2) and makes no substantive change but for the change to the 
pricing tests, as described above, such that shareholder approval would 
be required under the same circumstances for a 20% Issuance as under 
existing Rule 14.412(d).
    IEX also proposes to amend the title of Rule 14.412(d) and the 
preamble to Rule 14.412 to replace references to ``private placements'' 
to ``transactions other than public offerings'' to conform the language 
in the title of Rule 14.412(d) and the preamble to the language in the 
rule text and that of Supplementary Material .03, which provides the 
definition of a public offering. Of course, private placements would 
continue to be considered ``transactions other than public offerings.''
    Finally, IEX proposes to amend Supplementary Material .03 and .04, 
which describe how IEX applies the shareholder approval requirements, 
to conform references to book and market value with the new definition 
of Minimum Price, as described above, and to utilize the newly defined 
term ``20% Issuance.''
2. Statutory Basis
    IEX believes that the proposed rule change is consistent with 
Section 6(b) \19\ of the Act in general, and furthers the objectives of 
Section 6(b)(5) of the Act,\20\ 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 mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest; and is not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \19\ 15 U.S.C. 78f.
    \20\ 15 U.S.C. 78f(b)(5).
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Definition of Market Value
    The proposed rule change will modify the minimum price at which a 
20% Issuance would not need shareholder approval from the closing bid 
price to the lower of: (i) The closing price (as reflected on 
iextrading.com) immediately preceding the signing of a binding 
agreement; or (ii) the average closing price of the common stock (as 
reflected on iextrading.com) for the five trading days immediately 
preceding the signing of the binding agreement.
    IEX believes that allowing issuers to price transactions at the 
closing price (as reflected on iextrading.com) rather than closing 
consolidated bid price will perfect the mechanism of a free and open 
market, and protect investors and the public interest because the 
closing price will represent an actual sale at the most liquid time of 
the day, which generally occurs at the same or greater

[[Page 15268]]

price than the bid price.\21\ As discussed in the Purpose section, the 
closing price is generally derived from the IEX closing auction, which 
is designed to gather the maximum liquidity available for execution at 
the close of trading, and to maximize the number of shares executed at 
a single price at the close of the trading day. The closing auction is 
made highly transparent to all investors through the widespread 
dissemination of stock-by-stock information about the closing auction, 
including the potential price and size of the closing auction. IEX thus 
believes its closing auction is a valuable pricing tool for issuers, 
traders, and investors alike. For these reasons, IEX believes that the 
closing price reported on iextrading.com is a better reflection of the 
market price of a security than the closing bid price, for purposes of 
determining whether a 20% Issuance requires shareholder approval, and 
is thus consistent with perfecting the mechanism of a free and open 
market, and protection of investors and the public interest.
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    \21\ Sales typically take place between the bid and ask prices.
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    Allowing share issuances to be priced at the five-day average of 
the closing price will further align IEX's requirements with how many 
transactions are structured, such as transactions where Rule 14.412(d) 
is not implicated because the issuance is for less than 20% of the 
common stock and the parties rely on the five-day average for pricing 
to smooth out unusual fluctuations in price. In so doing, the proposed 
rule change will perfect the mechanism of a free and open market. 
Further, allowing a five-day average price continues to protect 
investors and the public interest because it will allow companies and 
investors to price transactions in a manner designed to eliminate 
aberrant pricing resulting from unusual transactions on the day of a 
transaction. Maintaining the allowable average at just a five-day 
period also protects investors by ensuring the period is not too long, 
such that it would result in the price being distorted by ordinary past 
market movements and other outdated events. In a market that rises each 
day of the period, the five-day average will be less than the price at 
the end of the period, but would still be higher than the price at the 
start of such period. Further, IEX understands that when selecting the 
appropriate price for a transaction, company officers and directors 
also have to consider their state law structural safeguards, including 
fiduciary responsibilities, intended to protect shareholder interests.
    In addition, because prices could be displayed from numerous data 
sources on different websites, to provide certainty about the 
appropriate price, IEX proposes to codify within the rule that 
iextrading.com is the appropriate source of the closing price 
information, which is available in near real time and without 
registration or fee. Because the closing bid price is not included in 
many public data feeds, this requirement will promote just and 
equitable principles of trade and remove impediments to and perfect the 
mechanism of a free and open market because it will improve the 
transparency of the rule and provide additional certainty to all market 
participants about the appropriate price to be used in determining if 
shareholder approval is required.
    Additionally, IEX believes that where two alternative measures of 
value exist that both reasonably approximate the value of listed 
securities, defining the Minimum Price as the lower of those values 
allows issuers the flexibility to use either measure because they can 
also sell securities at a price greater than the Minimum Price without 
needing shareholder approval. In the Exchange's view, this flexibility, 
and the certainty that a transaction can be structured at either value 
in a manner that will not require shareholder approval, further 
perfects the mechanism of a free and open market without diminishing 
the existing investor protections of the Rule 14.412(d).
Book Value
    IEX also believes that eliminating the requirement for shareholder 
approval of issuances at a price less than book value but greater than 
market value does not diminish the existing investor protections of 
Rule 14.412(d). Book value is primarily an accounting measure 
calculated based on historic cost and is generally perceived as an 
inappropriate measure of the current value of a stock. IEX also 
understands that the existing book value test can appear arbitrary and 
have a disproportionate impact on companies in certain industries and 
at certain times. For example, during the financial crisis in 2008 and 
2009, many banks and finance-related companies traded below book value. 
Similarly, companies that make large investments in infrastructure may 
trade below the accounting carrying value of those assets. Because the 
Exchange believes that book value is not an appropriate measure of the 
current value of a stock, the elimination of the requirement for 
shareholder approval of issuances at a price less than book value but 
greater than market value will remove an impediment to, and perfect the 
mechanism of, a free and open market, which currently unfairly burdens 
companies in certain industries, without meaningfully diminishing the 
investor protections of Rule 14.412(d).
Other Changes
    To improve the readability of Rule 14.412(d), IEX proposes to 
define ``20% Issuance'' as ``a transaction, other than a public 
offering as defined in Supplementary Material .03 to Rule 14.412(d), 
involving the sale, issuance or potential issuance by the Company of 
common stock (or securities convertible into or exercisable for common 
stock), which alone or together with sales by officers, directors or 
Substantial Shareholders of the Company, equals 20% or more of common 
stock or 20% or more of the voting power outstanding before the 
issuance.'' This definition combines the situations described in 
existing Rule 14.412(d)(1) and (d)(2) but makes no substantive change 
to the meaning of the rule. Under the proposed rule, but for the 
separate change to the pricing test, shareholder approval would be 
required under the same circumstances for a 20% Issuance as under 
existing Rule 14.412(d). IEX believes that the improved readability of 
the rule will perfect the mechanism of a free and open market by making 
the rule easier to understand and apply.
    IEX also believes that amending the title of Rule 14.412(d) and the 
preamble to Rule 14.412 to replace references to ``private placements'' 
to ``transactions other than public offerings'' to conform to the 
language in the rule text and Supplementary Material .03 to Rule 
14.412(d), which provides the definition of a public offering, will 
perfect the mechanism of a free and open market by making the rule 
easier to understand and apply. Finally, IEX believes that amending 
Supplementary Material .03 and .04 to Rule 14.412, which describe how 
IEX applies the shareholder approval requirements, to conform 
references to book and market value with the new definition of Minimum 
Price, as described above, and to utilize the newly defined term ``20% 
Issuance'' will perfect the mechanism of a free and open market by 
eliminating confusion caused by references to a measure that is no 
longer applicable and by making the rule easier to understand and 
apply.
    The Exchange also notes that the proposed rule change is 
substantially identical to existing Nasdaq rules that were approved by 
the Commission.\22\ The Exchange believes that the same

[[Page 15269]]

factors and analysis that led to the Commission's approval of the 
comparable Nasdaq rule change are applicable to IEX's proposed rule 
change. Consequently, the Exchange does not believe that the proposed 
rule change raises any new or novel issues.
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    \22\ See supra note 7.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    IEX does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change is 
designed to promote consistent and fair regulation, rather than for any 
competitive purpose. The proposed rule change would revise requirements 
that could burden issuers by unnecessarily limiting the circumstances 
where they can sell securities without shareholder approval. With 
respect to intramarket competition, all listed companies would be 
affected in the same manner by these changes. With respect to 
intermarket competition, the Exchange does not believe that the 
proposed change will result in a burden on competition since other 
listing exchanges have comparable rules and listed companies have a 
choice of where to list. As such, these changes are neither intended 
to, nor expected to, impose any burden on competition.

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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \23\ and Rule 19b-4(f)(6) thereunder.\24\ 
Because the 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 from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\25\
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    \23\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \24\ 17 CFR 240.19b-4(f)(6).
    \25\ In addition, Rule 19b-4(f)(6)(iii) 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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    At any time within 60 days of the filing of such 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.

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-IEX-2019-03 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-IEX-2019-03. 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 such filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. 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-IEX-2019-03, and should be submitted on 
or before May 6, 2019.
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    \26\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-07370 Filed 4-12-19; 8:45 am]
 BILLING CODE 8011-01-P