[Federal Register Volume 84, Number 249 (Monday, December 30, 2019)]
[Notices]
[Pages 71989-71993]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28030]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87822; File No. SR-Phlx-2019-54)


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Adopt a New Rule 
Titled ``Off-Exchange RWA Transfers'' at Phlx Rule 1045

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 PHLX LLC (``Phlx'' 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 Phlx Rule 1045.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqphlx.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

[[Page 71990]]

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 Phlx Rule 1045, which is currently reserved. 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 Rule 1045 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 Sec.  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 Members \6\ are subject to 
the Net Capital Rules.\7\ However, a subset of Clearing Members 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 Members 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 Members 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 Member is defined within Rule 1000(b)(3). 
All Clearing Members must also be clearing members of The Options 
Clearing Corporation (``Clearing Corporation'' or ``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 Registered Options 
Traders \11\ and Specialists \12\ (collectively ``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 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. Phlx 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.
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    \11\ See Rule 1000(b)(57). A ``Registered Options Trader'' shall 
mean a Streaming Quote Trader or a Remote Streaming Quote Trader who 
enters quotations for his own account electronically into the 
System.
    \12\ See Rule 1000(b)(58). A ``Specialist'' shall mean a member 
who is registered as an options Specialist pursuant to Rule 1020(a). 
A Specialist includes a Remote Specialist which is defined as a 
Specialist in one or more classes that does not have a physical 
presence on an Exchange's trading floor and is approved by the 
Exchange pursuant to Rule 501.
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    The proposed rule provides that existing positions in options 
listed on the Exchange of a Member or non-Member (including an 
affiliate of a Member) may be transferred on, from, or to the books of 
a Clearing Member 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 
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) \13\; 
and
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    \13\ 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.\14\
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    \14\ 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 Rule 1045(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

[[Page 71991]]

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 Member X, which is affiliated with 
a U.S-bank holding company. Market Maker A opens a clearing account 
with Clearing Member Y, which is not affiliated with a U.S.-bank 
holding company. Clearing Member 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 Member X clearing account and determines it 
must reduce its open positions to satisfy Clearing Member 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 Member 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 Member 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 Member must give up a Clearing Member for each transaction it 
effects on the Exchange, which identifies the Clearing Member through 
which the transaction will clear.\15\ A Member may change the give up 
for a transaction within a specified period of time.\16\ Additionally, 
a Member may also change the Clearing Member \17\ 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.\18\ In the above example, if 
Market Maker A had initially given up Clearing Member Y rather than 
Clearing Member X on the transactions that resulted in the 1000 long 
calls in class ABC, or had changed the give-up or CMTA to Clearing 
Member Y pursuant to Rule 1045 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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    \15\ See Phlx Rule 1043.
    \16\ See Phlx Rule 1037.
    \17\ The Clearing Member Trade Assignment (``CMTA'') process at 
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.
    \18\ 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 Member restrictions 
described 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 exchanges, but only if the Market Maker nominees are 
trading for the same Member, 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 Member 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 Member 
Y to its account with Clearing Member 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 Member 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.

[[Page 71992]]

    RWA Transfers may not result in preferential margin or haircut 
treatment.\19\ 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).\20\
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    \19\ See proposed paragraph (a)(4).
    \20\ 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 Members and Clearing Members 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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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\21\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\22\ 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) \23\ 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 [sic].
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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(5).
    \23\ 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 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 Members and non-Members 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 
Members.

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 
Members and non-Members 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

[[Page 71993]]

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 \24\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\25\
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    \24\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \25\ 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-Phlx-2019-54 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-Phlx-2019-54. 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-Phlx-2019-54 and should be submitted on 
or before January 21, 2020.
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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\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28030 Filed 12-27-19; 8:45 am]
BILLING CODE 8011-01-P