[Federal Register Volume 84, Number 197 (Thursday, October 10, 2019)]
[Notices]
[Pages 54652-54655]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22138]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87224; File No. SR-CBOE-2019-081]


Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Make 
Minor Updates and Consolidate Various Exchange Rules in Connection 
Generally With Options Trading on the Exchange, Including Those 
Regarding Trading Halts and the Plan To Address Extraordinary Market 
Volatility, and Move Those Rules From the Currently Effective Rulebook 
to the Shell Structure for the Exchange's Rulebook That Will Become 
Effective Upon the Migration of the Exchange's Trading Platform to the 
Same System Used by the Cboe Affiliated Exchanges

October 4, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 1, 2019, Cboe Exchange, Inc. (the ``Exchange'' or 
``Cboe Options'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the Exchange. The 
Exchange filed the proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 
19b-4(f)(6) thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes 
to make minor updates and consolidate various Exchange Rules in 
connection generally with options trading on the Exchange, including 
those regarding trading halts and the Plan to Address Extraordinary 
Market Volatility (the ``Plan''), and move those Rules from the 
currently effective Rulebook (``current Rulebook'') to the shell 
structure for the Exchange's Rulebook that will become effective upon 
the migration of the Exchange's trading platform to the same system 
used by the Cboe Affiliated Exchanges (as defined below) (``shell 
Rulebook''). The text of the proposed rule change is provided in 
Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the 
Secretary, 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
    In 2016, the Exchange's parent company, Cboe Global Markets, Inc. 
(formerly named CBOE Holdings, Inc.) (``Cboe Global''), which is also 
the parent company of Cboe C2 Exchange, Inc. (``C2''), acquired Cboe 
EDGA Exchange, Inc. (``EDGA''), Cboe EDGX Exchange, Inc. (``EDGX'' or 
``EDGX Options''), Cboe BZX Exchange, Inc. (``BZX'' or ``BZX 
Options''), and Cboe BYX Exchange, Inc. (``BYX'' and, together with 
Cboe Options, C2, EDGX, EDGA, and BZX, the ``Cboe Affiliated 
Exchanges''). The Cboe Affiliated Exchanges are working to align 
certain system functionality, retaining only intended differences, 
between the Cboe Affiliated Exchanges, in the context of a technology 
migration. Cboe Options intends to migrate its trading platform to the 
same system used by the Cboe Affiliated Exchanges, which the Exchange 
expects to complete on October 7, 2019. In connection with this 
technology migration, the Exchange has a shell Rulebook that resides 
alongside its current Rulebook, which shell Rulebook will contain the 
Rules that will be in place upon completion of the Cboe Options 
technology migration.
    The Exchange proposes to consolidate various rules in connection 
generally with trading on the Exchange into sections of proposed 
Chapter 5 (Options Trading) in the shell Rulebook. The

[[Page 54653]]

Exchange notes that it has already submitted (or will submit) other 
rule filings that update, consolidate, and move many of the current 
Exchange Rules to Chapter 5 of the shell Rulebook. This proposed rule 
change now seeks to update, consolidate, and move the remaining 
Exchange Rules (and subsequently delete these rules from the current 
Rulebook) intended to be housed under Chapter 5 of the shell Rulebook 
upon migration. The proposed rule change moves and, where applicable, 
consolidates the following:

------------------------------------------------------------------------
    Proposed rule for shell rulebook             Current rule(s)
------------------------------------------------------------------------
5.10 Give Up of Clearing TPH...........  6.21 Give Up of Clearing TPH.
5.11 Binding Transactions:
    5.11(a) (General)..................  6.48(a) Contract Made on
                                          Acceptance of Bid or Offer.
    5.11(a) (Erroneous Report).........  6.52 Price Binding Despite
                                          Erroneous Report.
    5.11(b) (Comparison)...............  6.66 Comparison Does Not Create
                                          Contract.
5.12 Transactions Off the Exchange.....  6.49 Transactions Off the
                                          Exchange (including its
                                          Interpretations and Policies).
5.20 Trading Halts.....................  6.3 Trading Halts.
                                         21.12 (halts for Government
                                          securities options).
                                         22.12 (halts for binary
                                          options).
                                         23.8 (halts for interest rate
                                          options).
                                         24.7 (halts for index options).
                                         28.10 (halts for Corporate Debt
                                          Securities options).
                                         29.13 (halts for Credit
                                          Options).
5.21 Equity Market Plan to Address       6.3A Equity Market Plan to
 Extraordinary Market Volatility.         Address Extraordinary Market
                                          Volatility.
5.22 Market-wide Trading Halts due to    6.3B Market-wide Trading Halts
 Extraordinary Market Volatility.         due to Extraordinary Market
                                          Volatility.
                                         22.12 (halts for binary
                                          options).
                                         24.7 (halts for index options).
                                         29.13 (halts for Credit
                                          Options).
5.23 Unusual Market and Emergency        6.6 Unusual Market Conditions.
 Conditions.
                                         6.17 Authority to Take Action
                                          Under Emergency Conditions.
5.59 Firm Disseminated Market Quotes...  8.51 Firm Disseminated Market
                                          Quotes.
5.85 Order and Quote Allocation,
 Priority, and Execution:
    5.85(g) (Stock-Option Orders and     6.48(b)-(d) Contract Made on
     Security Future Option Orders).      Acceptance of Bid or Offer.
    5.85(h) (Cabinet Orders)...........  5.12 (in current shell
                                          Rulebook) Cabinet Orders.
------------------------------------------------------------------------

    The proposed rule change to the rules indicated in the table above 
does not make any substantive changes to the rules. The proposed rule 
change makes only non-substantive changes to the rules in the table 
above to simplify rule language, update the rule text to read in plain 
English, update headings, update references to terms or other rule text 
that will be implemented upon migration (e.g., in proposed Rule 
5.21(b)), reformat the paragraph lettering and/or numbering, and update 
cross-references to rules not yet in the shell Rulebook but that will 
be in the shell Rulebook and implemented upon migration. The paragraphs 
below provide a description of the more detailed, non-substantive 
changes made.
    In particular, regarding proposed Rule 5.20, the proposed rule 
change moves: Current Rule 24.7, in part, to proposed Rule 5.20(a)(3), 
as well as incorporates current Rule 24.7.03 into proposed Rule 
5.20(a)(3) and current Rule 24.7.01 into proposed Rule 5.20(a)(6); 
current Rule 23.8 to proposed Rule 5.20(a)(7)(A); current Rule 21.12 to 
proposed Rule 5.20(a)(7)(B); current Rule 29.13 to proposed Rule 
5.20(a)(7)(C); and current Rule 28.10 to proposed Rule 5.20(a)(7)(D). 
The proposed rule change also updates proposed 5.20(a) and (b) (current 
6.3(a) and (b)) to eliminate the distinction between who may declare a 
halt for two days and for more than two days, and who may resume 
trading. As proposed under 5.20(a), two Floor Officials and a senior 
executive officer may halt trading for any number of days and, under 
proposed Rule 5.20(b), may resume trading. This is the same manner in 
which current Rule 24.7 (halts for index options) governs trading halts 
and resumptions.\5\ The proposed rule change incorporates reference to 
Rule 5.31(g), which is currently in the shell Rulebook and governs the 
opening process following a trading halt, into proposed Rule 5.20(b) 
(current Rule 6.3(b)). This does not alter the post-halt opening 
process but merely adds clarity by incorporating the appropriate cross-
reference. The proposed rule change also moves the remainder of current 
Rule 24.7, which governs trading halts in connection with index 
options, to proposed Rule 5.20(d) and (e), and removes current Rule 
24.7.02 as it is redundant of the resumption provision already provided 
for in current Rule 6.3 (proposed Rule 5.20(b)) and the determination 
of the Exchange to reopen using a different method already provided for 
in Rule 5.31(h), currently in the shell Rulebook. The proposed rule 
also deletes references to ``suspension'', as this is the same as a 
halt.\6\
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    \5\ The proposed rule change also incorporates into proposed 
Rule 5.20(a) the rule language from current Rule 27.4(a) that 
trading may be halted ``to protect investors'' (in addition to the 
language that trading may be halted in the interests of a fair and 
orderly market).
    \6\ See Securities Exchange Act Release No. 39292 (November 3, 
1997), 62 FR 60738 (November 12, 1997) (Order Granting Approval to 
Proposed Rule Change and Notice of Filing and Order Granting 
Accelerated Approval of Amendment No. 1 Thereto Relating to Trading 
Halts and Suspensions) (SR-CBOE-97-35).
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    The Exchange again notes that the proposed changes do not make any 
substantive changes to the current rules, but instead consolidate the 
rules in connection with trading halts into one, concise rule governing 
trading halts. The Exchange also notes that the proposed rule removes 
language throughout the current rules where it states that Rules 6.3 
and/or 6.3B are applicable to binary options, index options, and credit 
options, as this is redundant of the rules referenced which currently 
govern all such securities and options on securities. The proposed rule 
combines Rule 6.3.01 and .04 into proposed Rule 5.20(c). It removes 
current Rule 6.3.02 because it is redundant of the reasons already 
enumerated in current Rule 6.3(a) (proposed Rule 5.20(a). Rule 6.3.02 
states that generally, in the case of an option on a security, trading 
will be halted when a regulatory halt in the underlying security has 
occurred in the primary market for that security. The

[[Page 54654]]

Exchange notes that during a Regulatory Halt an underlying security has 
halted trading across the industry, and during a non-Regulatory Halt 
the primary exchange has experienced a technical issue but the 
underlying security continues to trade on other equities platforms. 
Proposed Rule 5.20(a)(1) provides that in the case of an option on a 
security trading in the underlying security has been halted in the one 
or more of the markets trading the underlying security, thereby 
covering a Regulatory Halt that may occur across all markets, but not 
necessarily halting trading when a halt occurs only in the primary 
market. Accordingly, when the primary market halts trading for non-
regulatory matters and the security continues to trade on other equity 
exchanges, Cboe Options may continue to trade options on that security.
    The proposed rule change also removes current Rule 22.12 as it 
states only that current Rules 6.3, 6.3B and 24.7 shall be applicable 
to binary options, which is redundant of the cross-referenced rules 
themselves (as proposed). Indeed, proposed Rule 5.20 (current Rule 6.3) 
incorporates the applicability of current Rules 27.7 [sic] and 6.3 
(proposed subparagraphs (a)(1) through (a)(6)) via proposed 
subparagraph (a)(8), and proposed Rule 5.22(e) makes it explicit that 
proposed Rule 5.22 (current Rule 6.3B) applies to binary options (as 
well as Credit Options and index options). The proposed rule change 
removes the term market-if-touched order from current Rule 6.6 
(proposed Rule 5.23) as this order is no longer available on the 
Exchange pursuant to Rule 5.6, which governs order types, order 
instructions, and times-in-force and is currently in the shell 
Rulebook. The proposed rule change also removes current Rule 6.5 which 
states that no regular Trading Permit Holder shall bid, offer, purchase 
or write (sell) on the Exchange any security other than an option 
contract that is currently open for trading in accordance with the 
provisions of current Chapter 5 (shell Chapter 4). This rule is 
redundant of the provisions of current Chapter 5, which provide that an 
option contract will not be listed or open for trading if it does not 
meet the required listing criteria under the relevant rules of current 
Chapter 5. This, in turn, would result in a Trading Permit Holder's 
inability to transact at all on such an option contract.
    The Exchange notes that proposed Rule 5.22 merely moves the 
Interpretation and Policy section to current Rule 6.3B to the body of 
the proposed rule. As stated above, proposed Rule 5.22(e) states that 
Rule 5.22 applies to binary options (provided for in current Rule 
22.12), Credit Options (provided for in current Rule 29.13), and index 
options (provided for in current Rule 24.7). It also deletes current 
Rule 6.3C (which expired on February 4, 2014 in accordance with Rule 
6.3C.03) regarding individual stock trading pauses due to extraordinary 
market volatility and Rule 6.3.03 also regarding trading pauses (as it 
was implemented in connection with the, now expired, Rule 6.3C ``Pause 
Pilot''),\7\ because current Rule 6.3B (proposed Rule 5.22) already 
governs trading halts in both stock and stock options.
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    \7\ See Securities Exchange Act Release No. 62272 (June 10, 
2010), 75 FR 34509 (June 17, 2010) Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change Related to Individual Equity 
Options Overlying Stocks Subject to Trading Pauses Due to 
Extraordinary Market Volatility) (SR-CBOE-2010-055); Securities 
Exchange Act Release No. 64434 (May 6, 2011) 76 FR 27687 (May 12, 
2011) (Notice of Proposed Rule Change Related to the Individual 
Trading Pause Pilot and CBSX Market-Maker Quoting Obligations) (SR-
CBOE-2011-049); and Securities Exchange Act Release No. 64735 (June 
23, 2011), 76 FR 38243 (June 29, 2011) (Order Approving Proposed 
Rule Changes Relating To Expanding the Pilot Rule for Trading Pauses 
Due to Extraordinary Market Volatility to All NMS Stocks) (SR-CBOE-
2011-049). See also Securities Exchange Act Release No. 82646 
(February 7, 2018), 83 FR 6294 (February 13, 2018) (SR-CBOE-2018-
010). The Exchange notes that SR-CBOE-2018-010 had been implemented 
to delete Exchange Rules that no longer applied to the Exchange and, 
at the time, should have deleted current 6.3.03 (what was then 
6.3.06) as it was no longer applicable to the Exchange, however, it 
inadvertently left this provision under Rule 6.3.
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    Additionally, proposed Rule 5.59 makes minor, non-substantive 
changes to current Rule 8.51. The proposed changes update the current 
Rule 8.51 definitions by removing language that references optional 
classes on the Cboe Hybrid System, as all classes currently trade on 
the System. The Exchange notes that the classes trading on the System 
are made available to the floor (i.e., made available to the trading 
crowd), and an interest that trades on the floor is systemized 
according to Exchange Rules through approved systems. It also removes 
from the current Rule 8.51 definition, language references 
Interpretation and Policy .01, as this Interpretation and Policy has 
been previously removed, and this language was inadvertently maintained 
in the rules. The proposed change moves footnote 1 and 2 to the body of 
proposed Rule 5.59, and updates references to SEC Rules.\8\
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    \8\ The proposed Rule change updates references to SEC Rules in 
proposed Rule 5.12, as well.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\9\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \10\ requirements that the rules of an exchange be 
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 regulating, clearing, 
settling, processing information with respect to, and 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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \11\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ Id.
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    The proposed rule change is generally intended to consolidate and 
update the Exchange's rules in anticipation of the technology migration 
on October 7, 2019. The proposed rule change does not make any 
substantive changes to the Exchange Rules or Exchange functionality. 
The Exchange believes that the non-substantive changes to update terms 
and references, simplify rule language, make the rule provisions plain 
English, consolidate and reorganize rules and rule paragraphs and/or 
Interpretations and Policies, and remove rules that are redundant or 
have since expired and are no longer applicable to trading on the 
Exchange will foster cooperation and coordination with those 
facilitating transactions in securities and remove impediments to and 
perfect the mechanism of a free and open market and national market 
system by simplifying the Exchange Rules and Rulebook as a whole, and 
making them easier to understand. The Exchange also believes that 
simplifying the Exchange Rules will protect investors by resulting in 
less burdensome and more efficient regulatory compliance.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange reiterates that 
the proposed rule change is being proposed in the

[[Page 54655]]

context of a technology migration of the Cboe Affiliated Exchanges, and 
not as a competitive filing. As stated, the proposed changes to the 
rules are consistent with the shell Rulebook that will be in place come 
October 7, 2019 and provide clear, consistent rules for all market 
participants upon the completion of migration. The Exchange does not 
believe that the proposed rule change will impose any burden on 
intramarket competition because it does not in any way substantively 
alter the current rules of the Exchange. It merely intends to provide 
simplified, consolidated rules upon migration. Likewise, the Exchange 
does not believe the proposed rule change will impose any burden on 
intermarket competition because the proposed rules are substantively 
the same as the Exchange's current rules, which have all been 
previously filed with the Commission.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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 \12\ and Rule 19b-4(f)(6) \13\ thereunder. 
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) of the Act \14\ and Rule 19b-4(f)(6) \15\ 
thereunder.
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    \12\ 15 U.S.C. 78(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and 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) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission 
may designate a shorter time if such action is consistent with 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative prior to the Exchange's proposed 
system migration on October 7, 2019, in order to permit the Exchange to 
provide a complete Rulebook upon the completion of the migration. 
According to the Exchange, the proposed rule change simplifies, 
reorganizes, and updates its rule text and does not substantively alter 
any of its rules. The Commission believes that waiver of the 30-day 
operative delay is consistent with the protection of investors and the 
public interest because the proposal does not raise any new or novel 
issues and makes only non-substantive changes to the rules. Therefore, 
the Commission designates the proposed rule change to be operative on 
upon filing.\18\
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission also has 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 will institute proceedings to 
determine whether the proposed rule change 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-CBOE-2019-081 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-CBOE-2019-081. 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-CBOE-2019-081 and should be submitted on 
or before October 31,  2019.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22138 Filed 10-9-19; 8:45 am]
 BILLING CODE 8011-01-P