[Federal Register Volume 84, Number 249 (Monday, December 30, 2019)]
[Notices]
[Pages 72007-72010]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28025]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87817; File No. SR-BX-2019-042]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Adopt a New Rule 
Titled ``Off-Exchange RWA Transfers'' at BX Options 6, Section 6

December 20, 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 December 17, 2019, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I, II, and III, below, 
which Items have been prepared by the Exchange. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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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 adopt a new rule titled ``Off-Exchange RWA 
Transfers'' at BX Options 6, Section 6.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqbx.cchwallstreet.com/, at the principal office 
of the Exchange, 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 adopt a new rule titled, ``Off-Exchange 
RWA Transfers'' at BX Options 6, Section 6. This proposal is 
substantially the same as Cboe Exchange, Inc. (``Cboe'') Rule 6.8.\3\
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    \3\ See Securities Exchange Act Release No. 87374 (October 21, 
2019), 84 FR 57542 (October 25, 2019) (SR-Cboe-2019-044).
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    Proposed Options 6, Section 6 is intended to facilitate the 
reduction of risk-weighted assets (``RWA'') attributable to open 
options positions. SEC Rule 15c3-1 (Net Capital Requirements for 
Brokers or Dealers) (``Net Capital Rules'') requires registered broker-
dealers, unless otherwise excepted, to maintain certain specified 
minimum levels of capital.\4\ The Net Capital Rules are designed to 
protect securities customers, counterparties, and creditors by 
requiring that broker-dealers have sufficient liquid resources on hand, 
at all times, to meet their financial obligations. Notably, hedged 
positions, including offsetting futures and options contract positions, 
result in certain net capital requirement reductions under the Net 
Capital Rules.\5\
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    \4\ 17 CFR 240.15c3-1.
    \5\ In addition, the Net Capital Rules permit various offsets 
under which a percentage of an option position's gain at any one 
valuation point is allowed to offset another position's loss at the 
same valuation point (e.g. vertical spreads).
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    Subject to certain exceptions, Clearing Participants \6\ are 
subject to the Net Capital Rules.\7\ However, a subset of Clearing 
Participants are subsidiaries of U.S. bank holding companies, which, 
due to their affiliations with their parent U.S.-bank holding 
companies, must comply with additional bank regulatory capital 
requirements pursuant to rulemaking required under the Dodd-Frank Wall 
Street Reform and Consumer Protection Act.\8\ Pursuant to this mandate, 
the Board of Governors of the Federal Reserve System, the Office of the 
Comptroller of the Currency, and the Federal Deposit Insurance 
Corporation have approved a regulatory capital framework for 
subsidiaries of U.S. bank holding company clearing firms.\9\ Generally, 
these rules, among other things, impose higher minimum capital and 
higher asset risk weights than were previously mandated for Clearing 
Participants that are subsidiaries of U.S. bank holding companies under 
the Net Capital Rules. Furthermore, the new rules do not fully permit 
deductions for hedged securities or offsetting options positions.\10\ 
Rather, capital charges under these standards are, in large part, based 
on the aggregate notional value of short positions regardless of 
offsets. As a result, in general, Clearing Participants that are 
subsidiaries of U.S. bank holding companies must hold substantially 
more bank regulatory capital than would otherwise be required under the 
Net Capital Rules.
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    \6\ The term Clearing Participant is defined within Options 1, 
Section 1(a)(16). All Clearing Participants must also be clearing 
members of The Options Clearing Corporation (``OCC'').
    \7\ In the event federal regulators modify bank capital 
requirements in the future, the Exchange will reevaluate the 
proposed rule change at that time to determine whether any 
corresponding changes to the proposed rule are appropriate.
    \8\ H.R. 4173 (amending section 3(a) of the Securities Exchange 
Act of 1934 (the ``Act'') (15 U.S.C. 78c(a))).
    \9\ 12 CFR 50; 79 FR 61440 (Liquidity Coverage Ratio: Liquidity 
Risk Measurement Standards).
    \10\ Many options strategies, including relatively simple 
strategies often used by retail customers and more sophisticated 
strategies used by broker-dealers, are risk limited strategies or 
options spread strategies that employ offsets or hedges to achieve 
certain investment outcomes. Such strategies typically involve the 
purchase and sale of multiple options (and may be coupled with 
purchases or sales of the underlying securities), executed 
simultaneously as part of the same strategy. In many cases, the 
potential market exposure of these strategies is limited and 
defined.
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    The Exchange is concerned with the ability of Market Makers to 
provide liquidity in their appointed classes. The Exchange believes 
that permitting market participants to efficiently transfer existing 
options positions through an off-exchange transfer process

[[Page 72008]]

would likely have a beneficial effect on continued liquidity in the 
options market without adversely affecting market quality. Liquidity in 
the listed options market is critically important. The Exchange 
believes that the proposed rule change provides market participants 
with an efficient mechanism to transfer their open options positions 
from one clearing account to another clearing account and thereby 
increase liquidity in the listed options market. BX currently has no 
mechanism that firms may use to transfer positions between clearing 
accounts without having to effect a transaction with another party and 
close a position.
    The proposed rule provides that existing positions in options 
listed on the Exchange of a Participant or non-Participant (including 
an affiliate of a Participant) may be transferred on, from, or to the 
books of a Clearing Participant off the Exchange if the transfer 
establishes a net reduction of RWA attributable to those options 
positions (an ``RWA Transfer''). Proposed paragraph (a)(1) adds 
examples of two transfers that would be deemed to establish a net 
reduction of RWA, and thus qualify as a permissible RWA Transfer:
     A transfer of options positions from Clearing Corporation 
\11\ member A to Clearing Corporation member B that net (offset) with 
positions held at Clearing Corporation member B, and thus closes all or 
part of those positions (as demonstrated in the example below);\12\ and
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    \11\ The term Clearing Corporation is defined within Options 1, 
Section 1(a)(15).
    \12\ This transfer would establish a net reduction of RWA 
attributable to the transferring Person, because there would be 
fewer open positions and thus fewer assets subject to Net Capital 
Rules.
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     A transfer of options positions from a bank-affiliated 
Clearing Corporation member to a non-bank-affiliated Clearing 
Corporation member.\13\
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    \13\ This transfer would establish a net reduction of RWA 
attributable to the transferring Person, because the non-bank-
affiliated Clearing Corporation member would not be subject to Net 
Capital Rules, as described above.
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    These transfers will not result in a change in ownership, as they 
must occur between accounts of the same Person.
    ``Person'' is defined within proposed Options 6, Section 6(a) as an 
individual, partnership (general or limited), joint stock company, 
corporation, limited liability company, trust or unincorporated 
organization, or any governmental entity or agency or political 
subdivision thereof.
    In other words, RWA transfers may only occur between the same 
individual or legal entity. These are merely transfers from one 
clearing account to another, both of which are attributable to the same 
individual or legal entity. A market participant effecting an RWA 
Transfer is analogous to an individual transferring funds from a 
checking account to a savings account, or from an account at one bank 
to an account at another bank--the money still belongs to the same 
person, who is just holding it in a different account for personal 
financial reasons.
    For example, Market Maker A clears transactions on the Exchange 
into an account it has with Clearing Participant X, which is affiliated 
with a U.S-bank holding company. Market Maker A opens a clearing 
account with Clearing Participant Y, which is not affiliated with a 
U.S.-bank holding company. Clearing Participant X has informed Market 
Maker A that its open positions may not exceed a certain amount at the 
end of a calendar month, or it will be subject to restrictions on new 
positions it may open the following month. On August 28, Market Maker A 
reviews the open positions in its Clearing Participant X clearing 
account and determines it must reduce its open positions to satisfy 
Clearing Participant X's requirements by the end of August. It 
determines that transferring out 1000 short calls in class ABC will 
sufficiently reduce the RWA capital requirements in the account with 
Clearing Participant X to avoid additional position limits in 
September. Market Maker A wants to retain the positions in accordance 
with its risk profile. Pursuant to the proposed rule change, on August 
31, Market Maker A transfers 1000 short calls in class ABC to its 
clearing account with Clearing Participant Y. As a result, Market Maker 
A can continue to provide the same level of liquidity in class ABC 
during September as it did in previous months.
    A Participant must give up a Clearing Participant for each 
transaction it effects on the Exchange, which identifies the Clearing 
Participant through which the transaction will clear.\14\ A Participant 
may change the give up for a transaction within a specified period of 
time.\15\ Additionally, a Participant may also change the Clearing 
Participant \16\ for a specific transaction. The transfer of positions 
from an account with one clearing firm to the account of another 
clearing firm pursuant to the proposed rule change has a similar result 
as changing a give up or CMTA, as it results in a position that 
resulted from a transaction moving from the account of one clearing 
firm to another, just at a different time and in a different 
manner.\17\ In the above example, if Market Maker A had initially given 
up Clearing Participant Y rather than Clearing Participant X on the 
transactions that resulted in the 1000 long calls in class ABC, or had 
changed the give-up or CMTA to Clearing Participant Y pursuant to 
Options 6, Section 1 the ultimate result would have been the same. 
There are a variety of reasons why firms give up or CMTA transactions 
to certain clearing firms (and not to non-bank affiliate clearing 
firms) at the time of a transaction, and the proposed rule change 
provides firms with a mechanism to achieve the same result at a later 
time.
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    \14\ See Options 6B, Section 2.
    \15\ See Options 6, Section 1.
    \16\ The Clearing Member Trade Assignment (``CMTA'') process at 
The Options Clearing Corporation (``OCC'') facilitates the transfer 
of option trades/positions from one OCC clearing member to another 
in an automated fashion. Changing a CMTA for a specific transaction 
would allocate the trade to a different OCC clearing member than the 
one initially identified on the trade.
    \17\ The transferred positions will continue to be subject to 
OCC rules, as they will continue to be held in an account of an OCC 
member.
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    Proposed paragraph (a)(2) states RWA Transfers may occur on a 
routine, recurring basis. As noted in the example above, clearing firms 
may impose restrictions on the amount of open positions. Permitting 
transfers on a routine, recurring basis will provide market 
participants with the flexibility to comply with these restrictions 
when necessary to avoid position limits on future options activity. 
Additionally, proposed paragraph (a)(6) provides that no prior written 
notice to the Exchange is required for RWA Transfers. Because of the 
potential routine basis on which RWA Transfers may occur, and because 
of the need for flexibility to comply with the restrictions described 
above, the Exchange believes it may interfere with the ability of 
investors firms to comply with any Clearing Participant restrictions 
describe above, and may be burdensome to provide notice for these 
routine transfers.
    Proposed paragraph (a)(3) states RWA Transfers may result in the 
netting of positions. Netting occurs when long positions and short 
positions in the same series ``offset'' against each other, leaving no 
or a reduced position. For example, if there were 100 long calls in one 
account, and 100 short calls of the same option series were added to 
that account, the positions would offset, leaving no open positions. 
Currently, the Exchange permits off-exchange transfers on behalf of a 
Market Maker account for transactions in multiply listed options series 
on different

[[Page 72009]]

exchanges, but only if the Market Maker nominees are trading for the 
same Participant, and the options transactions on the different options 
exchanges clear into separate exchange-specific accounts because they 
cannot easily clear into the same Market Maker account at OCC. In such 
instances, all Market Maker positions in the exchange-specific accounts 
for the multiply listed class would be automatically transferred on 
their trade date into one central Market Maker account (commonly 
referred to as a ``universal account'') at the Clearing Corporation. 
Positions cleared into a universal account would automatically net 
against each other.
    While RWA Transfers are not occurring because of limitations 
related to trading on different exchanges, similar reasoning for the 
above exception applies to why netting should be permissible for the 
limited purpose of reducing RWA. Firms may maintain different clearing 
accounts for a variety of reasons, such as the structure of their 
businesses, the manner in which they trade, their risk management 
procedures, and for capital purposes. If a Market Maker clears all 
transactions into a universal account, offsetting positions would 
automatically net. However, if a Market Maker has multiple accounts 
into which its transactions cleared, they would not automatically net. 
While there are times when a firm may not want to close out open 
positions to reduce RWA, there are other times when a firm may 
determine it is appropriate to close out positions to accomplish a 
reduction in RWA.
    In the example above, suppose after making the RWA Transfer 
described above, Market Maker A effects a transaction on September 25 
that results in 1000 long calls in class ABC, which clears into its 
account with Clearing Participant X. If Market Maker A had not effected 
its RWA Transfer in August, the 1000 long calls would have offset 
against the 1000 short calls, eliminating both positions and thus any 
RWA capital requirements associated with them. At the end of August, 
Market Maker A did not want to close out the 1000 short calls when it 
made its RWA Transfer. However, given changed circumstances in 
September, Market Maker A has determined it no longer wants to hold 
those positions. The proposed rule change would permit Market Maker A 
to effect an RWA Transfer of the 1000 short calls from its account with 
Clearing Participant Y to its account with Clearing Participant X (or 
vice versa), which results in elimination of those positions (and a 
reduction in RWA associated with them). As noted above, such netting 
would have occurred if Market Maker A cleared the September transaction 
directly into its account with Clearing Participant Y, or had not 
effected an RWA Transfer in August. Netting provides market 
participants with appropriate flexibility to conduct their businesses 
as they see fit while having the ability to reduce RWA capital 
requirements when necessary.
    RWA Transfers may not result in preferential margin or haircut 
treatment.\18\ Additionally, RWA Transfers may only be effected for 
options listed on the Exchange and will be subject to applicable laws, 
rules, and regulations, including rules of other self-regulatory 
organizations (including OCC).\19\
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    \18\ See proposed paragraph (a)(4).
    \19\ See proposed introductory paragraph and proposed paragraph 
(a)(7). Transfers of non-Exchange listed options and other financial 
instruments are not governed by this proposed rule. Any RWA 
transfers will be subject to all applicable recordkeeping 
requirements applicable to Participants and Clearing Participants 
under the Securities Exchange Act of 1934, and the rules and 
regulations thereunder (the ``Act''), such as Rule 17a-3 and 17a-4.
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    Finally, the Exchange notes it is reserving Sections 5 and 7 of 
Options 6 for consistency in rule numbering with Nasdaq affiliated 
markets.
2. Statutory Basis
    The Exchange believes that its proposal 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 
promote just and equitable principles of trade, 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) \22\ requirement that the rules 
of an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange's proposal is 
substantially the same as Cboe Rule 6.8
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ Id.
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    In particular, the Exchange believes the proposed rule change to 
permit RWA Transfers will remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing liquidity in the listed options market. The Exchange believes 
providing market participants with an efficient process to reduce RWA 
capital requirements attributable to open positions in clearing 
accounts with U.S. bank-affiliated clearing firms may contribute to 
additional liquidity in the listed options market, which, in general, 
protects investors and the public interest.
    The proposed rule change, in particular the proposed changes to 
permit RWA transfers to occur on a routine, recurring basis and result 
in netting, also provides market participants with sufficient 
flexibility to reduce RWA capital requirements at times necessary to 
comply with requirements imposed on them by clearing firms. This will 
permit market participants to respond to then-current market 
conditions, including volatility and increased volume, by reducing the 
RWA capital requirements associated with any new positions they may 
open while those conditions exist. Given the additional capital that 
may become available to market participants as a result of the RWA 
Transfers, market participants will be able to continue to provide 
liquidity to the market, even during periods of increased volume and 
volatility, which liquidity ultimately benefits investors. It is not 
possible for market participants to predict what market conditions will 
exist at a specific time, and when volatility will occur. The proposed 
rule change to permit routine, recurring RWA Transfers (and to not 
provide prior written notice) will provide market participants with the 
ability to respond to these conditions whenever they occur. Permitting 
transfers on a routine, recurring basis will provide market 
participants with the flexibility to comply with these restrictions 
when necessary to avoid position limits on future options activity. In 
addition, with respect to netting, as discussed above, firms may 
maintain different clearing accounts for a variety of reasons, such as 
the structure of their businesses, the manner in which they trade, 
their risk management procedures, and for capital purposes. Netting may 
otherwise occur with respect to a firm's positions if it structured its 
clearing accounts differently, such as by using a universal account. 
Therefore, the proposed rule change will permit netting while allowing 
firms to continue to maintain different clearing accounts in a manner 
consistent with their businesses.
    The Exchange recognizes the numerous benefits of executing options 
transactions occur on an exchanges, including price transparency, 
potential price improvement, and a clearing guarantee. However, the 
Exchange believes it is appropriate to permit RWA Transfers to occur 
off the exchange, as these benefits are inapplicable to RWA Transfers. 
RWA Transfers have a narrow

[[Page 72010]]

scope and are intended to achieve a limited, benefit purpose. RWA 
Transfers are not intended to be a competitive trading tool. There is 
no need for price discovery or improvement, as the purpose of the 
transfer is to reduce RWA asset capital requirements attributable to a 
market participants' positions. Unlike trades on an exchange, the price 
at which an RWA Transfers occurs is immaterial--the resulting reduction 
in RWA is the critical part of the transfer. RWA Transfers will result 
in no change in ownership, and thus they do not constitute trades with 
a counterparty (and thus eliminating the need for a counterparty 
guarantee). The transactions that resulted in the open positions to be 
transferred as an RWA Transfer were already guaranteed by an OCC 
clearing member, and the positions will continue to be subject to OCC 
rules, as they will continue to be held in an account with an OCC 
clearing member. The narrow scope of the proposed rule change and the 
limited, beneficial purpose of RWA Transfers make allowing RWA 
Transfers to occur off the floor appropriate and important to support 
the provision of liquidity in the listed options market.
    The proposed rule change does not unfairly discriminate against 
market participants, as all Participants and non-Participants with open 
positions in options listed on the Exchange may use the proposed off-
exchange transfer process to reduce the RWA capital requirements of 
Clearing Participants.

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 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. This process is not intended 
to be a competitive trading tool. The Exchange does not believe that 
the proposed rule change will impose any burden on intra-market 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act, as use of the proposed process is voluntary. All 
Participants and non-Participants with open positions in options listed 
on the Exchange may use the proposed off-exchange transfer process to 
reduce the RWA capital requirements attributable to those positions. 
The Exchange does not believe that the proposed rule change will impose 
any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. RWA Transfers 
have a limited purpose, which is to reduce RWA attributable to open 
positions in listed options in order to free up capital. The Exchange 
believes the proposed rule change may relieve the burden on liquidity 
providers in the options market by reducing the RWA attributable to 
their open positions. As a result, market participants may be able to 
increase liquidity they provide to the market, which liquidity benefits 
all market participants.

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

    No written comments were either solicited or 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 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 \23\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\24\
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    \23\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \24\ 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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    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-BX-2019-042 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-BX-2019-042. 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-BX-2019-042 and should be submitted on 
or before January 21, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28025 Filed 12-27-19; 8:45 am]
BILLING CODE 8011-01-P