[Federal Register Volume 84, Number 92 (Monday, May 13, 2019)]
[Notices]
[Pages 20940-20944]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-09724]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85798; File No. SR-BOX-2019-15]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Modify the 
Criteria for Listing an Option on an Underlying Covered Security

May 7, 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 April 25, 2019, BOX Exchange LLC (``Exchange'' or ``BOX'') 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 self-regulatory organization. The Commission 
is publishing this notice to solicit comments on the proposed rule 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 proposes to amend BOX Rule 5020 (Criteria for 
Underlying Securities) to modify the criteria for listing an option on 
an underlying covered security. The text of the proposed rule change is 
available from the principal office of the Exchange, at the 
Commission's Public Reference Room and also on the Exchange's internet 
website at http://boxoptions.com.

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 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 statements 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend BOX Rule 5020 (Criteria for 
Underlying Securities) to modify the criteria for listing an option on 
an underlying covered security. This is a competitive filing that is 
based on a proposal submitted by NASDAQ PHLX LLC (``Phlx'') and 
approved by the Commission.\3\ The Exchange proposes to modify Rule 
5020(b)(5)(i) to permit the listing of an option on an underlying 
covered security that has a market price of at least $3.00 for the 
previous three

[[Page 20941]]

consecutive business days preceding the date on which the Exchange 
submits a certificate to the Options Clearing Corporation (``OCC'') for 
listing and trading. The Exchange does not intend to amend any other 
criteria for listing options on an underlying security in Rule 5020.
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    \3\ See Securities Exchange Act Release No. 34-82474 (January 9, 
2018) (Order Approving SR-Phlx-2017-75).
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    Currently, the underlying covered security must have a closing 
market price of at least $3.00 per share for the previous five 
consecutive business days preceding the date on which the Exchange 
submits a listing certificate to the OCC. In the proposed amendment, 
the market price will still be measured by the closing price reported 
in the primary market in which the underlying covered security is 
traded, but the measurement will be the price over the prior three 
consecutive business day period preceding the submission of the listing 
certificate to OCC, instead of the prior five business day period.
    The Exchange acknowledges that the Options Listing Procedures Plan 
\4\ requires that the listing certificate be provided to OCC no earlier 
than 12:01 a.m. and no later than 11:00 a.m. (Chicago time) on the 
trading day prior to the day on which trading is to begin.\5\ The 
proposed amendment will still comport with that requirement. For 
example, if an initial public offering (``IPO'') occurs at 11 a.m. on 
Monday, the earliest date the Exchange could submit its listing 
certificate to OCC would be on Thursday by 12:01 a.m. (Chicago time), 
with the market price determined by the closing price over the three-
day period from Monday through Wednesday. The option on the IPO would 
then be eligible for trading on the Exchange on Friday. The proposed 
amendment would essentially enable options trading within four business 
days of an IPO becoming available instead of six business days (five 
consecutive days plus the day the listing certificate is submitted to 
OCC).
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    \4\ The Plan for the Purpose of Developing and Implementing 
procedures Designed to Facilitate the Listing and Trading of 
Standardized Options Submitted Pursuant to Section 11a(2)(3)(B) of 
the Securities Exchange Act of 1934 (a/k/a the Options Listing 
Procedures Plan (``OLPP'')) is a national market system plan that, 
among other things, sets forth procedures governing the listing of 
new options series.
    See Securities Exchange Act Release No. 44521 (July 6, 2001), 66 
FR 36809 (July 13, 2001) (Order approving OLPP). The sponsors of 
OLPP include Phlx; OCC; BATS Exchange, Inc.; BOX Options Exchange 
LLC; C2 Options Exchange, Incorporated; Chicago Board Options 
Exchange, Incorporated; EDGX Exchange, Inc.; Miami International 
Securities Exchange, LLC; MIAX PEARL, LLC; The NASDAQ Stock Market 
LLC; NASDAQ BX, Inc.; Nasdaq GEMX, LLC; Nasdaq ISE, LLC; Nasdaq MRX, 
LLC; NYSE American, LLC; and NYSE Arca, Inc.
    \5\ See OLPP at page 3.
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    At the time the Exchange adopted the ``look back'' period of five 
consecutive business days, it determined that the five-day period was 
sufficient to protect against attempts to manipulate the market price 
of the underlying security and would provide a reliable test for 
stability.\6\ Surveillance technologies and procedures concerning 
manipulation have evolved since then to provide adequate prevention or 
detection of rule or securities law violations within the proposed time 
frame, and the Exchange represents that its existing trading 
surveillances are adequate to monitor the trading of options on the 
Exchange.\7\
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    \6\ See Securities Exchange Act Release Nos. 47190 (January 15, 
2003), 68 FR 3072 (January 22, 2003) (SR-CBOE-2002-62); 47352 
(February 11, 2003), 68 FR 8319 (February 20, 2003) (SR-PCX-2003-
06); 47483 (March 11, 2003), 68 FR 13352 (March 19,2003) (SR-ISE-
2003-04); 47613 (April 1, 2003), 68 FR 17120 (April 8, 2003) (SR-
Amex-2003-19); and 47794 (May 5, 2003), 68 FR 25076 (May 9, 2003) 
(SR-Phlx-2003-27)
    \7\ Such surveillance procedures generally focus on detecting 
securities trading subject to opening price manipulation, closing 
price manipulation, layering, spoofing or other unlawful activity 
impacting an underlying security, the option, or both. The Exchange, 
through the Financial Industry Regulatory Authority (``FINRA''), has 
price movement alerts, unusual market activity and order book alerts 
active for all trading symbols. These real time patterns are active 
for the new security as soon as the IPO begins trading.
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    Furthermore, the Exchange notes that the scope of its surveillance 
program also includes cross market surveillance for trading that is not 
just limited to the Exchange. In particular, the Financial Industry 
Regulatory Authority (``FINRA''), pursuant to a regulatory services 
agreement, operates a range of cross-market equity surveillance 
patterns on behalf of the Exchange to look for potential manipulative 
behavior, including spoofing, algorithm gaming, marking the close and 
open, and momentum ignition strategies, as well as more general, 
abusive behavior related to front running, wash shales, quoting/
routing, and Reg SHO violations. These cross-market patterns 
incorporate relevant data from various markets beyond the Exchange, 
including data from the New York Stock Exchange (``NYSE'') and from the 
Nasdaq Stock Market (``Nasdaq'').
    Additionally, for options, the Exchange, through FINRA, utilizes an 
array of patterns that monitor manipulation of options, or manipulation 
of equity securities (regardless of venue) for the purpose of impacting 
options prices on BOX options facility (i.e., mini-manipulation 
strategies). Accordingly, the Exchange believes that the cross market 
surveillance performed by FINRA on behalf of the Exchange, coupled with 
the Exchange staff's real-time monitoring of similarly violative 
activity on the exchange as described herein, reflects a comprehensive 
surveillance program that is adequate to monitor for manipulation of 
the underlying security and overlying option within the proposed three-
day look back period.
    Furthermore, the Exchange notes that the proposed listing criteria 
would still require that the underlying security be listed on NYSE, the 
American Stock Exchange (now known as NYSE American), or the National 
Market System of The Nasdaq Stock Market (now known as the Nasdaq 
Global Market) (collectively, the ``Named Markets''), as provided for 
in the definition of ``covered security'' from Section 18(b)(1)(A) of 
the 1933 Act.\8\ Accordingly, the Exchange believes that the proposed 
rule change would still ensure that the underlying security meets the 
high listing standards of a Named Market, and would also ensure that 
the underlying is covered by the regulatory protections (including 
market surveillance, investigation and enforcement) offered by these 
exchanges for trading in covered securities conducted on their 
facilities.
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    \8\ See 15 U.S.C. 77r(b)(1)(A).
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    Furthermore, according to Phlx's approved proposal, the Nasdaq, had 
no cases, within a five year period ending in 2018, where an IPO-
related issue for which it had pricing information qualified for the 
$3.00 price requirement during the first three (3) days of trading and 
did not qualify for the $3.00 price requirement during the first five 
(5) days.\9\ In other words, none of these qualifying issues fell below 
the $3.00 threshold within the first three (3) or five (5) days of 
trading. As such, the Exchange believes that its existing surveillance 
technologies and procedures, coupled with Nasdaq's findings related to 
the IPO-related issues as described herein, adequately address 
potential concerns regarding possible manipulation or price stability 
within the proposed timeframe.
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    \9\ There were over 750 IPO-related issues on Nasdaq within the 
past five years. Out of all of the issues with pricing information, 
there was only one issue that had a price below $3.00 during the 
first five consecutive business days. The Exchange notes, however, 
that Nasdaq allows for companies to list on the Nasdaq Capital 
Market at $2.00 or $3.00 per share in some instances, which was the 
case for this particular issue. See Nasdaq Rule 5500 Series for 
initial listing standards on the Nasdaq Capital Market. See also 
supra note 3.
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    The Exchange also believes that the proposed look back period can 
be implemented in connection with the other initial listing criteria 
for

[[Page 20942]]

underlying covered securities. In particular, the Exchange recognizes 
that it may be difficult to verify the number of shareholders in the 
days immediately following an IPO due to the fact that stock trades 
generally clear within two business days (T+2) of their trade date and 
therefore the shareholder count will generally not be known until 
T+2.\10\ The Exchange notes that the current T+2 settlement cycle was 
recently reduced from T+3 on September 5, 2017 in connection with the 
Commission's amendments to Exchange Rule 15c6-1(a) to adopt the 
shortened settlement cycle,\11\ and the look back period of three (3) 
consecutive business days proposed herein reflects this shortened T+2 
settlement period. As proposed, stock trades would clear within T+2 of 
their trade date (i.e., within three (3) business days) and therefore 
the number of shareholders could be verified within three (3) business 
days, thereby enabling options trading within four (4) business days of 
an IPO (three (3) consecutive business days plus the day the listing 
certificate is submitted to OCC).
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    \10\ The number of shareholders of record can be validated by 
large clearing agencies such as the Depository Trust and Clearing 
Corporation (``DTCC'') upon the settlement date (i.e., T+2).
    \11\ See Securities Exchange Act Release no. 78962 (September 
28, 2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities 
Transaction Settlement Cycle) (File No. S7-22-16).
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    Furthermore, the Exchange notes that various brokerage firms that 
have a large retail customer clientele can confirm the number of 
individual customers who have a position in new issues. The earliest 
that these firms can provide confirmation is usually the day after the 
first day of trading (T+1) on an unsettled basis, while others can 
confirm on the third day of trading (T+2). For the foregoing reasons, 
the Exchange believes that basing the proposed three (3) business day 
look back period on the T+2 settlement cycle would allow for sufficient 
verification of the number of shareholders.
    The proposed rule change will apply to all covered securities that 
meet the criteria of Rule 5020. Pursuant to Rule 5020, the Exchange 
establishes guidelines to be considered in evaluating the potential 
underlying securities for Exchange option transactions.\12\ However, 
the fact that a particular security may meet the guidelines established 
by the Exchange does not necessarily mean that it will be approved as 
an underlying security.\13\ As part of the established criteria, the 
issuer must be in compliance with any applicable requirement of the 
Securities Exchange Act of 1934.\14\ Additionally, in considering the 
underlying security, the Exchange relies on information made publicly 
available by the issuer and/or the markets in which the security is 
traded.\15\ Even if the proposed option meets the objective criteria, 
the Exchange may decide not to list, or place limitations or conditions 
upon listing.\16\ The Exchange believes that these measures, together 
with its existing surveillance procedures, provide adequate safeguards 
in the review of any covered security that may meet the proposed 
criteria for consideration of the option within the timeframe contained 
in this proposal.
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    \12\ See Exchange Rule 5020. The Exchange established specific 
criteria to be considered in evaluating potential underlying 
securities for Exchange option transactions.
    \13\ Id.
    \14\ See Exchange Rule 5020(b)(3).
    \15\ See Exchange Rule 5020(d).
    \16\ See Exchange Rule 5020(b).
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2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Securities Exchange Act of 1934 
(the ``Act''),\17\ in general, and Section 6(b)(5) of the Act,\18\ 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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes that the proposed changes to 
its listing standards for covered securities would allow the Exchange 
to more quickly list options on a qualifying covered security that has 
met the $3.00 eligibility price without sacrificing investor 
protection. As discussed above, the Exchange believes that its existing 
trading surveillances provide a sufficient measure of protection 
against potential price manipulation within the proposed three (3) 
consecutive business day timeframe. The Exchange also believes that the 
proposed three (3) consecutive business day timeframe would continue to 
be a reliable test for price stability in light of Nasdaq's findings 
that none of the IPO-related issues on Nasdaq, within a five year time 
period ending in 2018, qualified for the $3.00 per share price standard 
during the first three trading days fell below the $3.00 threshold 
during the fourth or fifth trading day. Furthermore, the established 
guidelines to be considered by the Exchange in evaluating the potential 
underlying securities for Exchange option transactions,\19\ together 
with existing trading surveillances, provide adequate safeguards in the 
review of any covered security that may meet the proposed criteria for 
consideration of the option within the proposed timeframe.
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    \19\ See notes 12-16 above.
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    In addition, the Exchange believes that basing the proposed 
timeframe on the T+2 settlement cycle adequately addresses the 
potential difficulties in confirming the number of shareholders of the 
underlying covered security. For the foregoing reasons, the Exchange 
believes that the proposed amendments will remove impediments and 
perfect the mechanism of a free and open market and a national market 
system by providing an avenue for investors to swiftly hedge their 
investment in the stock in a shorter amount of time than what is 
currently in place.\20\
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    \20\ This proposed rule change does not alter any obligations of 
issuers or other investors of an IPO that may be subject to a lock-
up or other restrictions on trading related securities.
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    Finally, it should be noted that a price/time standard for the 
underlying security was first adopted when the listed options market 
was in its infancy, and was intended to prevent the proliferation of 
options being listed on low-priced securities that presented special 
manipulation concerns and/or lacked liquidity needed to maintain fair 
and orderly markets.\21\ When options trading commenced in 1973, the 
Commission determined that it was necessary for securities underlying 
options to meet certain minimum standards regarding both the quality of 
the issuer and the quality of the market for a particular security.\22\ 
These standards, including a price/time standard, were imposed to 
ensure that those issuers upon whose securities options were to be 
traded were widely-held, financially sound companies whose shares had 
trading volume and float substantial enough so as not to be readily 
susceptible to manipulation.\23\ At the time, the Commission determined 
that the imposition of these standards was reasonable in view of the 
pilot nature of options trading and the

[[Page 20943]]

limited experience of investors with options trading.\24\
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    \21\ See Securities Exchange Act Release No. 29628 (August 29, 
1991), 56 FR 43949-01 (September 5, 1991) (SR-AMEX-86-21; SR-CBOE-
86-15; SR-NYSE-86-20; SR-PSE86-15; and SR-PHLX-86-21) (``1991 
Approval Order'') at 43949 (discussing the Commission's concerns 
when options trading initially commenced in 1973).
    \22\ See 1991 Approval Order at 43949.
    \23\ Id.
    \24\ Id.
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    Now more than 40 years later, the listed options market has evolved 
into a mature market with sophisticated investors. In view of this 
evolution, the Commission has approved various exchange proposals to 
relax some of these initial listing standards throughout the years,\25\ 
including reducing the price/time standard in 2003 from $7.50 per share 
for the majority of business days over a three month period to the 
current $3.00 per share/five business day standard (``2003 
Proposal'').\26\ It has been over sixteen years since the Commission 
approved the 2003 proposal, and both the listed options market and 
exchange technologies have continued to evolve since then. In this 
instance, the Exchange is only proposing a modest reduction of the 
current five (5) business day standard to three (3) business days to 
correspond to the securities industry's move to a T+2 standard 
settlement cycle.\27\ The $3.00 per share standard and all other 
initial options listing criteria in Rule 5020 will remain unchanged by 
this proposal. For the reasons discussed herein, the Exchange therefore 
believes that the proposed three (3) business day period will be 
beneficial to the marketplace without sacrificing investor protections.
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    \25\ See e.g., 1991 Approval Order (modifying a number of 
initial listing criteria, including the reduction of the price/time 
standard from $10 per share each day during the preceding three 
calendar months to $7.50 per share for the majority of days during 
the same period).
    \26\ See Securities Exchange Act Release Nos. 47190 (January 15, 
2003), 68 FR 3072 (January 22, 2003) (SR-CBOE-2002-62); 47352 
(February 11, 2003), 68 FR 8319 (February 20, 2003) (SR-PCX-2003-
06); 47483 (March 11, 2003), 68 FR 13352 (March 19, 2003) (SR-ISE-
2003-04); 47613 (April 1, 2003), 68 FR 17120 (April 8, 2003) 
(SRAmex-2003-19); and 47794 (May 5, 2003), 68 FR 25076 (May 9, 2003) 
(SR-Phlx-200327).
    \27\ See supra note 11.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. In this regard and as indicated 
above, the Exchange notes that the rule change is being proposed as a 
competitive response to a filing submitted by Phlx that was approved by 
the Commission.\28\ The proposed rule change will reduce the number of 
days to list options on an underlying security, and is intended to 
bring new options listings to the marketplace quicker.
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    \28\ See supra, note 3.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received comments on the 
proposed rule change.

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 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)(iii) of the Act \29\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\30\
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    \29\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \30\ 17 CFR 240.19b-4(f)(6). 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, along 
with a brief description and the text of 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 under Rule 19b-4(f)(6) \31\ normally 
does not become operative prior to 30 days after the date of the 
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. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Exchange states that 
the waiver of the operative delay will ensure fair competition among 
the exchanges by allowing the Exchange to modify the criteria for 
listing an option on an underlying covered security which is currently 
allowed on other options exchanges. The Commission believes that waiver 
of the 30-day operative delay is consistent with the protection of 
investors and the public interest. Accordingly, the Commission hereby 
waives the operative delay and designates the proposed rule change as 
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: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) 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-BOX-2019-15 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-BOX-2019-15. 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

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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-BOX-2019-15 and should be 
submitted on or before June 3, 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. 2019-09724 Filed 5-10-19; 8:45 am]
 BILLING CODE 8011-01-P