[Federal Register Volume 85, Number 130 (Tuesday, July 7, 2020)]
[Notices]
[Pages 40709-40713]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-14492]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89194; File No. SR-BOX-2020-22]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee 
Schedule on the BOX Options Market LLC Facility To Establish Section 
I.C.2 (Strategy Order Facilitation and Solicitation Transactions)

June 30, 2020.
    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 June 15, 2020, BOX Exchange LLC (``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I, II, and III below, which Items have 
been prepared by the Exchange. The Exchange filed the proposed rule 
change pursuant to Section 19(b)(3)(A)(ii) of the Act,\3\ and Rule 19b-
4(f)(2) thereunder,\4\ which renders the proposal effective upon filing 
with the Commission. 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)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is filing with the Securities and Exchange Commission 
(``Commission'') a proposed rule change to amend the Fee Schedule on 
the BOX Options Market LLC (``BOX'') facility. 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://boxexchange.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 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.

[[Page 40710]]

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 the Fee Schedule for trading on BOX 
to establish Section I.C.2 (Strategy Order Facilitation and 
Solicitation Transactions). Specifically, the Exchange proposes to 
establish fees and rebates for Strategy Order Facilitation and 
Solicitation transactions which include the following strategies: Short 
stock interest strategies, merger strategies, reversal strategies, 
conversion strategies, jelly roll strategies, and box spread 
strategies.\5\ The Strategy Order Facilitation and Solicitation 
transactions will be subject to the following fees:
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    \5\ The Exchange notes that the following definitions for these 
strategies already exist in the BOX Fee Schedule. The Exchange is 
simply moving the definitions to the proposed section discussed 
above. A ``short stock interest strategy'' is defined as a 
transaction done to achieve a short stock interest arbitrage 
involving the purchase, sale, and exercise of in-the-money options 
of the same class. A ``merger strategy'' is defined as transactions 
done to achieve a merger arbitrage involving the purchase, sale and 
exercise of options of the same class and expiration date, each 
executed prior to the date on which shareholders of record are 
required to elect their respective form of consideration, i.e., cash 
or stock. A ``reversal strategy'' is established by combining a 
short security position with a short put and a long call position 
that shares the same strike and expiration. A ``conversion 
strategy'' is established by combining a long position in the 
underlying security with a long put and a short call position that 
shares the same strike and expiration. A ``jelly roll strategy'' is 
created by entering into two separate positions simultaneously. One 
position involves buying a put and selling a call with the same 
strike price and expiration. The second position involves selling a 
put and buying a call, with the same strike price, but with a 
different expiration from the first position. A ``box spread 
strategy'' is a strategy that synthesizes long and short stock 
positions to create a profit. Specifically, a long call and short 
put at one strike is combined with a short call and long put at a 
different strike to create synthetic long and synthetic short stock 
positions, respectively. The Exchange notes that ``dividend 
strategies'' are not eligible for the proposed fees, fee cap and 
rebate in the Strategy Facilitation and Solicitation auction 
mechanism. Dividend strategies executed through the Facilitation or 
Solicitation auction mechanism will continue to be subject to the 
fees in Section I.C. of the BOX Fee Schedule and the rebate in 
Section I.C.1.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                        Agency order              Facilitation order or solicitation   Responses in the solicitation or
                                             ------------------------------------               order                   facilitation auction mechanisms
                Account type                                                     -----------------------------------------------------------------------
                                                 Penny pilot     Non-penny pilot     Penny pilot     Non-penny pilot     Penny pilot     Non-penny pilot
                                                   classes           classes           classes           classes           classes           classes
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Public Customer.............................             $0.00             $0.00             $0.00             $0.00             $0.25             $0.40
Professional Customer.......................             $0.10             $0.10             $0.10             $0.10             $0.25             $0.40
Broker Dealer...............................             $0.25             $0.25             $0.25             $0.25             $0.25             $0.40
Market Maker................................             $0.25             $0.25             $0.25             $0.25             $0.25             $0.40
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Further, the Exchange proposes that the fees for these transactions 
will be capped at $1,000 per day per customer. The Exchange proposes 
that on each trading day, Participants are eligible to receive a $500 
rebate per customer for executing the Strategy Orders listed above 
through the Facilitation or Solicitation mechanisms. The rebate will be 
applied once the $1,000 fee cap per customer is met. Further, the 
rebate will be paid to the Participant that entered the order into the 
BOX system.\6\ Additionally, the Exchange is proposing to add 
clarifying text to Section II.D. of the Fee Schedule (Strategy QOO 
Order Fee Cap and Rebate) to make clear that the daily cap and rebate 
is applied on a per customer basis. The proposed text does not 
substantively alter the manner in which fees are assessed or rebates 
are applied, the proposed text merely updates the Fee Schedule language 
to make clear how fees and rebates are calculated.
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    \6\ The Exchange notes that with regard to the daily cap, fees 
assessed for Strategy QOO Orders executed on the BOX Trading Floor 
will be combined with the fees assessed electronically. For example, 
when Customer A sends certain Strategy QOO Orders to Floor Broker 1 
on the Trading Floor, Customer A's fees for these orders will be 
capped at $1,000 per day. If Customer A reaches the $1,000 Fee Cap, 
Floor Broker 1, who entered these orders on behalf of Customer A 
into the BOX system, will receive the $500 rebate. Under this 
proposal, Floor Broker 1 may execute some or all of these orders 
electronically through the Facilitation and Solicitation mechanisms. 
If so, Customer A's fees for any orders executed through the 
Facilitation or Solicitation Mechanisms will be combined with any 
orders executed on the BOX Trading Floor with regard to the daily 
fee cap.
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    The Exchange notes that the proposed fee structure is similar to 
what is currently assessed for these Strategy Orders executed on the 
BOX Trading Floor. Under Section II (Manual Transactions) of the BOX 
Fee Schedule, Broker Dealers and Market Makers Strategy QOO Orders' are 
charged $0.25 for the Strategy QOO Orders and Professional Customers 
are charged $0.10 for their Strategy QOO Orders. These orders are 
capped at $1,000 on a daily basis and Floor Brokers are eligible for a 
$500 rebate for presenting these Strategy QOO Orders on the Trading 
Floor once the $1000 fee cap is met.\7\
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    \7\ The Exchange notes, as previously mentioned above, the daily 
cap and rebate are applied on a per customer basis.
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    The Exchange is now proposing a similar fee and rebate structure 
for Strategy Orders executed electronically through the Facilitation or 
Solicitation Auction Mechanisms.\8\ With regard to the rebate, the 
Exchange notes that on the Trading Floor, Floor Brokers who present 
such transactions to the Trading Floor receive the $500 rebate once the 
$1,000 fee cap is hit. Here, the Exchange proposes that when Strategy 
Orders are executed electronically through the Facilitation and 
Solicitation mechanisms, the Participant who enters the order into the 
BOX system will receive the $500 rebate (once the $1,000 fee cap is 
hit).
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    \8\ The Exchange notes that Participants are currently able to 
send these orders through the Facilitation and Solicitation 
mechanisms, however they are not eligible for the fee cap or rebate 
that is provided Strategy QOO Orders on the BOX Trading Floor. The 
Exchange believes that providing the daily fee cap and rebate to 
electronic market participants will result in increased order flow 
through the Facilitation and Solicitation mechanisms benefiting all 
market participants.
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    The Exchange also proposes to amend Section III (Liquidity Fees and 
Credits). Specifically, the Exchange proposes to amend Section III.B to 
state that the transactions in proposed Section I.C.2 (Strategy Order 
Facilitation and Solicitation Transactions) are exempt from the fees 
and credits detailed in Section III.B.
    Lastly, the Exchange proposes to renumber footnotes through the fee 
schedule in conjunction to the changes discussed herein.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act, in general, and Section 
6(b)(4) and 6(b)(5)of the Act,\9\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among BOX Participants and other persons using its facilities 
and does not unfairly discriminate between

[[Page 40711]]

customers, issuers, brokers or dealers. The Exchange notes that it 
operates in a highly competitive market in which the Exchange must 
continually reassess its fees in order to maintain its competitiveness 
within the options exchange industry. The proposed changes reflect a 
competitive pricing structure designed to incentivize market 
participants to direct their order flow to the Exchange.
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    \9\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes establishing the fee structure for Strategy 
Order Facilitation and Solicitation Transactions is reasonable, 
equitable and not unfairly discriminatory. The Exchange believes that 
the proposed fees are reasonable as they are in line with the fees 
currently assessed for Strategy QOO Orders on the BOX Trading Floor. As 
discussed herein, the Exchange is establishing similar fees to the fees 
assessed on the Trading Floor and making the daily fee cap and rebate 
for these orders available to market participants who wish to execute 
Strategy Orders electronically, or both electronically and on the BOX 
Trading Floor. The Exchange believes that the proposed fee structure 
will incentivize market participants to submit Strategy Orders through 
the Facilitation or Solicitation mechanisms resulting in increased 
liquidity on the Exchange benefitting all market participants.\10\ The 
Exchange believes that the proposed fees for Strategy Orders executed 
through the Facilitation and Solicitation Mechanisms are reasonable and 
appropriate. As discussed above, the proposed fees are similar to the 
fees assessed for Strategy QOO Orders on the BOX Trading Floor. The 
Exchange is simply creating a similar fee structure for Participants 
who wish to submit Strategy Orders electronically through the 
Facilitation or Solicitation Auction Mechanism.
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    \10\ The Exchange notes that there is a larger responding 
community electronically versus on the BOX Trading Floor. The 
Exchange believes that establishing fees that are similar to the 
current floor fees (including the daily fee cap and rebate) will 
result in increased order flow to these mechanisms resulting in more 
responses and ultimately more executions on the Exchange. As 
discussed herein, the proposed rebate will be paid to the 
Participant who enters the Strategy Orders into the BOX system where 
the rebate on the BOX Trading Floor is paid to the Floor Broker who 
presented the Strategy QOO Orders on the Trading Floor.
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    The Exchange believes that excluding dividend strategies from the 
proposed fees, fee cap and rebate is reasonable and appropriate. The 
Exchange notes that this type of order is best suited for execution on 
the BOX Trading Floor and the Exchange does not believe incentivizing 
electronic dividend strategies is necessary.
    The Exchange believes the proposed $0.25 fees for Agency Orders and 
Facilitation or Solicitation Orders for Broker Dealers and Market 
Makers and the proposed $0.10 fee for Agency Order and Facilitation or 
Solicitation Orders for Professional Customers are reasonable and 
appropriate as these fees are currently assessed to Participants on the 
BOX Trading Floor for Strategy QOO Orders.\11\ Further, the Exchange 
believes that charging Professional Customers and Broker Dealers and 
Market Makers more than Public Customers for Agency Orders and 
Facilitation and Solicitation Orders is reasonable, equitable and not 
unfairly discriminatory. The securities markets generally, and BOX in 
particular, have historically aimed to improve markets for investors 
and develop various features within the market structure for Public 
Customer benefit. The Exchange believes that charging no fees to Public 
Customers for Strategy Orders in the Facilitation and Solicitation 
auction mechanisms is reasonable and, ultimately, will benefit all 
Participants trading on the Exchange by attracting Public Customer 
order flow. Further, the Exchange believes it is reasonable and 
appropriate to assess Professional Customers a lower fee than Broker 
Dealers and Market Makers because it is intended to attract a greater 
number of Professional Customer Strategy Orders to the Exchange. The 
Exchange believes the potential increased volume would create better 
trading opportunities that benefit all market participants. 
Specifically, greater volume and liquidity from increased order flow 
could create more trading opportunities and tighter spreads. Lastly, 
the Exchange believes the proposed fees for Professional Customers is 
appropriate as the Exchange is mirroring the fees currently assessed 
for Strategy QOO transactions on the BOX Trading Floor.\12\
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    \11\ The Exchange notes that Public Customers will not be 
assessed a fee for Agency Orders or Facilitation Orders or 
Solicitation Orders in the proposed fee structure. The Exchange 
believes this is reasonable as Public Customers are not assessed 
fees for these types of transactions on the BOX Trading Floor and 
are not assessed fees in the current Facilitation and Solicitation 
auction mechanisms. Further, BOX notes that it recently filed a fee 
change to reduce the Professional Customer QOO Order fee. See SR-
BOX-2020-18.
    \12\ Id.
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    The Exchange also believes the proposed fees of $0.25 for Penny 
Pilot Classes and $0.40 for Non-Penny Pilot Classes for Responses in 
the Facilitation or Solicitation Auction Mechanisms are reasonable and 
equitable. The proposed fees are the same rates currently charged for 
each account type for Responses in BOX's Facilitation and Solicitation 
auction mechanisms for all other transactions. The Exchange believes it 
is reasonable to establish different fees for Strategy Order 
Facilitation and Solicitation transactions in Penny Pilot Classes 
compared to transactions in Non-Penny Pilot Classes. The Exchange makes 
this distinction throughout the BOX Fee Schedule, including the 
Exchange fees for PIP and COPIP Transactions. The Exchange believes it 
is reasonable to establish higher fees for Non-Penny Pilot Classes 
because these Classes are typically less actively traded and have wider 
spreads.
    The Exchange believes the proposed $1000 fee cap is reasonable as 
it is in line with the fee cap that is currently applied to Strategy 
QOO Orders on the BOX Trading Floor. The proposed fee cap is designed 
to incentivize order flow in Strategy Orders, and the Exchange believes 
that the proposed fee cap, coupled with the other changes discussed 
herein, will result in increased participation in Strategy Orders on 
BOX. As such, the Exchange believes the increased order flow in 
Strategy Orders will result in increased liquidity on BOX to the 
benefit of all market participants. Further, the Exchange believes that 
the proposed fee cap is equitable and not unfairly discriminatory 
because all Participants are subject to the cap, regardless of account 
type.
    The Exchange believes the proposed rebate is reasonable as it is 
similar in nature to the rebate that is currently applied to these 
types of orders on the BOX Trading Floor. As discussed herein, Floor 
Brokers receive the $500 (once the $1,000 fee cap is hit) for 
presenting Strategy QOO Orders on the Trading Floor. Here, the Exchange 
proposes that the Participant who enters Strategy Orders into the BOX 
system will receive the $500 rebate (once the $1,000 fee cap is hit). 
Further, the Exchange believes that offering the proposed rebate will 
result in increased order flow to these auction mechanisms which, in 
turn, will benefit all market participants. The Exchange also believes 
the proposed rebate is equitable and not unfairly discriminatory as the 
rebate is available to all Participants who submit such orders to BOX.
    The Exchange believes that aggregating electronic Strategy Order 
fees and Strategy QOO Order fees on the BOX Trading Floor for purposes 
of calculating the proposed fee cap and rebate is reasonable, equitable 
and not unfairly discriminatory. With regard to the proposed daily fee 
cap and rebate, the Exchange believes combining the electronic 
transaction fees and manual transaction fees is not a novel concept.

[[Page 40712]]

On Nasdaq Phlx LLC (``Phlx''), a volume based rebate is paid for all 
qualifying executed Qualified Contingent Cross (``QCC'') Orders 
including both electronic and manual transactions.\13\ Specifically, 
Phlx applies a tiered rebate structure ranging from $0.05 to $0.11 per 
contract for all QCC transaction volume--electronic and manual. 
Further, Phlx applies a Monthly Firm Fee Cap of $75,000 for all floor 
option transaction charges and QCC Transaction Fees (both electronic 
and manual).
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    \13\ See Phlx Fee Schedule Options 7, Section 4.
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    The Exchange believes that combining the electronic and manual 
transaction fees as discussed herein will incentivize market 
participants to send these types of Complex Orders to the Exchange, 
either electronically and/or manually, to take advantage of the 
proposed fee cap and rebate. The Exchange believes the proposed cap and 
rebate will result in increased order flow which could result in more 
executions on the Exchange, benefitting all market participants. The 
Exchange believes this proposed change is equitable and not unfairly 
discriminatory as all Participants are subject to the proposed daily 
fee cap and rebate.\14\
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    \14\ Under this proposal, Participants will have the ability to 
execute Strategy QOO Orders on the Trading Floor (if they are an 
approved Floor Broker) or execute the same types of orders through 
the Complex Order Facilitation or Solicitation Orders 
electronically. The Exchange does not believe a Participant with a 
presence on the Trading Floor and on the electronic market has an 
unfair advantage as all market participants have the ability to 
become a Floor Participant and extend their presence on the 
electronic Exchange and the physical Trading Floor.
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    The Exchange believes that the proposed non-substantive clarifying 
language in Section II.D. of the Fee Schedule is reasonable and 
equitable because the added text is intended to provide greater clarity 
to Participants with regard to how the Exchange assesses fees and 
provides rebates. The Exchange notes that the proposed non-substantive 
clarifying text does not amend any fee or rebate, nor alter the manner 
in which it assesses fees or calculates rebates.
    Lastly, the Exchange believes that the proposed change to exempt 
the proposed Strategy Order Facilitation and Solicitation transactions 
from the liquidity fees and credits detailed in Section III.B of the 
BOX Fee Schedule is reasonable and appropriate as the proposed fees are 
intended to mirror the fees assessed to Strategy QOO Orders on the BOX 
Trading Floor. Further, Liquidity Fees and Credits are meant to promote 
order flow to BOX, which the Exchange believes is no longer necessary 
with the proposed changes above. Further, the Exchange believes that 
this proposed change is equitable and not unfairly discriminatory 
because all Strategy Orders executed through the Facilitation or 
Solicitation mechanism will be exempt from Liquidity Fees and Credits, 
regardless of account type.

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. The Exchange believes the 
proposed Complex Order Facilitation and Solicitation Transaction fees 
will not impose a burden on competition among various Exchange 
Participants. Rather, BOX believes that the changes will result in the 
Participants being charged appropriately for Strategy Order 
Facilitation and Solicitation Transactions and are designed to enhance 
competition in these auction mechanisms. Submitting an order is 
entirely voluntary and Participants can determine which type of order 
they wish to submit, if any, to the Exchange. Further, the Exchange 
does not believe that capping the fees for Strategy Orders will impose 
an undue burden on competition because all Participants are eligible 
for the fee cap. Lastly, the Exchange does not believe that offering a 
rebate to Participants will impose an undue burden on competition 
because all Participants are eligible to transact Strategy Orders on 
BOX and receive a rebate.
    In terms of inter-market competition, the Exchange notes that it 
operates in a highly competitive market in which market participants 
can readily favor competing venues if they deem fee levels at a 
particular venue to be excessive, or rebate opportunities available at 
other venues to be more favorable. In such an environment, the Exchange 
must continually adjust its fees and rebates to remain competitive with 
other exchanges. Because competitors are free to modify their own fees 
in response, and because market participants may readily send their 
order flow to competing venues, the degree to which fee changes in this 
market may impose any burden on competition is extremely limited.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \15\ and Rule 19b-4(f)(2) 
thereunder,\16\ because it establishes or changes a due, or fee.
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    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \16\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further 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-2020-22 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-2020-22. 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

[[Page 40713]]

available for website viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE, Washington, DC 20549 on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
such filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change. Persons submitting comments are cautioned that we do 
not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-BOX-
2020-22, and should be submitted on or before July 28, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-14492 Filed 7-6-20; 8:45 am]
BILLING CODE 8011-01-P