[Federal Register Volume 85, Number 187 (Friday, September 25, 2020)]
[Notices]
[Pages 60504-60507]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-21142]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89931; File No. SR-CBOE-2020-055]


Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of 
Filing of Amendment No. 2 and Order Instituting Proceedings To 
Determine Whether To Approve or Disapprove a Proposed Rule Change, as 
Modified by Amendment No. 2, To Amend Rule 5.24

September 21, 2020.

I. Introduction

    On June 12, 2020, Cboe Exchange, Inc. (the ``Exchange'' or 
``CBOE'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt Rule 5.24(e)(3) to make available an 
audio and video communication program to serve as a ``virtual trading 
floor'' in one or more option classes during regular trading hours. The 
proposed rule change was published for comment in the Federal Register 
on June 29, 2020.\3\ On July 23, 2020, the Exchange filed Amendment No. 
1 to the proposed rule change.\4\ On August 10, 2020, the Commission 
designated a longer period for Commission action on the proposed rule

[[Page 60505]]

change, until September 27, 2020.\5\ On August 21, 2020, the Exchange 
filed Amendment No. 2 to the proposed rule change, which replaced and 
superseded the proposed rule change, as modified by Amendment No. 1.\6\ 
The Commission has received one comment letter on the proposal.\7\ The 
Commission is publishing this notice and order to solicit comments on 
the proposed rule change, as modified by Amendment No. 2, from 
interested persons and to institute proceedings pursuant to Section 
19(b)(2)(B) of the Act \8\ to determine whether to approve or 
disapprove the proposed rule change, as modified by Amendment No. 2.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 89131 (June 29, 
2020), 85 FR 38951 (``Notice'').
    \4\ In Amendment No. 1, the Exchange revised the proposal to: 
(i) Clarify that if the virtual trading floor is available in a 
class, the temporary rules in CBOE Rule 5.24(e)(1) will not apply to 
that class and (ii) permit clerks to access the virtual trading 
floor. Amendment No. 1 is available at: https://www.sec.gov/comments/sr-cboe-2020-055/srcboe2020055-7470763-221281.pdf.
    \5\ See Securities Exchange Act Release No. 89514 (August 10, 
2020), 85 FR 49696 (August 14, 2020).
    \6\ In Amendment No. 2, the Exchange revised the proposal to: 
(i) Eliminate access to the virtual trading floor when the physical 
trading floor is operating in a modified state; (ii) provide 
additional description of several aspects of the proposal, including 
access to the virtual trading floor, recordkeeping of all chats in 
the virtual trading floor, regulatory surveillance of the virtual 
trading floor; and (iii) make technical and conforming changes. 
Amendment No. 2 is available on the Commission's website at: https://www.sec.gov/comments/sr-cboe-2020-055/srcboe2020055-7741240-223109.pdf.
    \7\ See letter to Secretary, Commission, from Kevin Kennedy, 
Senior Vice President, North American Markets, Nasdaq, dated July 
10, 2020, available at https://www.sec.gov/comments/sr-cboe-2020-055/srcboe2020055-7409704-219196.pdf (``Nasdaq Letter''). The Nasdaq 
Letter expressed support for CBOE's proposal, but raised questions 
about whether options classes should be able to trade in both 
virtual and floor-based trading environments and whether the virtual 
trading floor raises liquidity and access concerns.
    \8\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 2

    The Exchange proposes to amend Rule 5.24 regarding the Exchange's 
business continuity and disaster recovery plans. Specifically, Rule 
5.24(e) provides that if the Exchange trading floor becomes inoperable, 
the Exchange will continue to operate in a screen-based only 
environment using a floorless configuration of the system that is 
operational while the trading floor facility is inoperable. The 
Exchange would operate using that configuration only until the 
Exchange's trading floor facility became operational.\9\ Open outcry 
trading would currently not be available in the event the trading floor 
becomes inoperable.\10\ In the event that the trading floor becomes 
inoperable, trading will be conducted pursuant to all applicable system 
rules, except that open outcry rules would not be in force, including 
but not limited to the rules (or applicable portions) in Chapter 5, 
Section G,\11\ and that all non-trading rules of the Exchange would 
continue to apply.\12\
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    \9\ See CBOE Rule 5.24(e).
    \10\ See id.
    \11\ Chapter 5, Section G of the Exchange's rulebook sets forth 
the rules and procedures for manual order handling and open outcry 
trading on the Exchange.
    \12\ The Exchange recently adopted several rule changes that 
would apply during a time in which the trading floor in inoperable, 
which are effective until September 30, 2020. See, e.g., Securities 
Exchange Act Release Nos. 88386 (March 13, 2020), 85 FR 15823 (March 
19, 2020) (SR-CBOE-2020-019); 88447 (March 20, 2020) (SR-CBOE-2020-
023); 88490 (March 26, 2020), 85 FR 18318 (April 1, 2020) (SR-CBOE-
2020-026); 88530 (March 31, 2020), 85 FR 19182 (April 6, 2020) (SR-
CBOE-2020-031); 88886 (May 15, 2020), 85 FR 31008 (May 21, 2020) 
(SR-CBOE-2020-047); 89307 (July 14, 2020), 85 FR 43938 (July 20, 
2020) (SR-CBOE-2020-066); and 89789 (September 8, 2020), 85 FR 56658 
(September 14, 2020) (SR-CBOE-2020-081).
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    On March 16, 2020, the Exchange suspended open outcry trading to 
help prevent the spread of COVID-19.\13\ The Exchange operated in an 
all-electronic configuration until it reopened its trading floor on 
June 15, 2020, at which time the Exchange returned to operating as a 
hybrid exchange with electronic and open outcry trading.\14\ However, 
given the uncertainty related to the ongoing pandemic, which includes 
the possibility of the Exchange having to close its trading floor 
again, and given the possibility that the Exchange's trading floor may 
be inoperable for other reasons in the future, the Exchange proposes to 
adopt Rule 5.24(e)(3) to permit it to make available an audio and video 
communication program to serve as a ``virtual trading floor'' in one or 
more option classes \15\ if the physical trading floor is 
inoperable.\16\
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    \13\ See supra note 6, at 5.
    \14\ See id.
    \15\ Similar to open outcry trading on the physical trading 
floor, open outcry trading on the virtual trading floor would be 
available only during Regular Trading Hours. See proposed CBOE Rule 
5.24(e)(3).
    \16\ The Exchange states that, while the recent amendments to 
Rule 5.24(e)(1) allowed all-electronic trading to occur more 
similarly to open outcry trading, an all-electronic trading 
environment cannot fully replicate open outcry trading. See supra 
note 6, at 5. For example, the Exchange states that there are 
certain features of open outcry trading that have been difficult to 
replicate in an electronic trading environment, particularly the 
human interaction that permits persons to negotiate pricing and to 
facilitate executions of larger orders and high-risk and complicated 
strategies. See id. at 6.
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    In the program, the Exchange would create ``virtual trading pits,'' 
in each of which the Exchange would determine which options class(es) 
would be available for trading.\17\ In a virtual trading pit, each 
Trading Permit Holder (``TPH'') authorized to access the virtual 
trading floor (as described below) that enters the virtual trading pit 
would be visible to all other TPHs in that virtual trading pit.\18\ 
Additionally, all TPHs in a virtual trading pit may speak to each other 
through the proposed communication program.\19\ The Exchange states 
that this would provide the same communication capabilities TPHs 
generally have on the physical trading floor so that they may conduct 
open outcry trading on the virtual trading floor in the same manner as 
they do on the physical trading floor.\20\
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    \17\ The Exchange states that this is similar to the Exchange's 
authority with respect to open outcry trading on the physical 
trading floor. See id. at 6, n.6.
    \18\ See id. at 7.
    \19\ See id.
    \20\ See id.
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    Proposed Rule 5.24(e)(3) states that all rules related to open 
outcry trading, including those in Chapter 5, Section G,\21\ would 
apply to open outcry trading on the virtual trading floor in the same 
manner as they apply to open outcry trading on the physical trading 
floor, except as the context otherwise requires and as set forth in 
proposed subparagraph (e)(3). Proposed subparagraph (e)(3)(A) lists 
certain terms in the rules related to open outcry trading on the 
physical trading floor that would be deemed to refer to corresponding 
terms related to open outcry trading on the virtual trading floor. 
Specifically:
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    \21\ See supra note 11.
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     References in the rules to the ``floor,'' ``trading 
floor,'' and ``Exchange floor'' (and any other terms with the same 
meaning) would be deemed to refer to the ``virtual trading floor.''
     References in the rules to ``pit,'' ``trading station,'' 
and ``trading post'' (and any other terms with the same meaning) would 
be deemed to refer to a ``virtual trading pit.''
     References in the rules to ``physical presence'' (any 
other terms with the same meaning) in a pit or on the trading floor 
would be deemed to refer to ``presence'' in a virtual trading pit or on 
the virtual trading floor, respectively.
     The terms ``in-crowd market participant'' and ``ICMP'' 
mean a Market-Maker, a Designated Primary Market-Maker (``DPM'') or 
Lead Market-Maker (``LMM'') with an allocation in a class, or a Floor 
Broker or PAR Official representing an order in a virtual pit on the 
virtual trading floor.
     References to an ``on-floor DPM'' or ``on-floor LMM'' 
would be deemed to refer to a DPM or LMM, respectively, in a virtual 
pit for its allocated class(es).
    In addition, proposed Rule 5.24(e) states that the temporary rules 
set forth in Rule 5.24(e)(1) would not be applicable to trading in 
classes in which the Exchange makes a virtual trading

[[Page 60506]]

floor available when the physical trading floor is inoperable. As noted 
above, the temporary rules in Rule 5.24(e)(1) are intended to make 
electronic trading more similar to open outcry trading when open outcry 
trading is not available by replicating certain features of open outcry 
trading in an electronic environment. However, the virtual trading 
floor would permit open outcry trading to continue in a separate 
environment if the physical trading floor becomes inoperable. 
Therefore, trading opportunities that are generally only available in 
open outcry trading would continue to be available on the virtual 
trading floor, making the temporary rules in Rule 5.24(e)(1) 
unnecessary when the virtual trading floor is available.
    The Exchange represents that access to the virtual trading floor 
would be substantially similar to access to the physical trading 
floor.\22\ Proposed Rule 5.24(e)(3)(B) states that admission to the 
virtual trading floor is limited to TPHs, clerks,\23\ Exchange 
employees, and any other persons the Exchange authorizes admission to 
the virtual trading floor.\24\ The Exchange would provide access to the 
virtual trading floor to TPHs the Exchange has approved to perform a 
trading floor function (including Floor Brokers and Market-Makers).\25\ 
Each authorized individual will receive one log-in to the virtual 
trading floor and may be present in only one virtual trading pit at one 
time.\26\ The Exchange will not require a minimum number of Market-
Makers to be present for the virtual trading floor, which is consistent 
with the manner of operation on the physical trading floor.\27\
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    \22\ See Notice, supra note 6, at 9. The Exchange states that, 
currently, admission to the physical trading floor is limited to 
TPHs, Exchange employees, clerks employed by TPHs and registered 
with the Exchange, service personnel, Exchange visitors that receive 
authorized admission to the trading floor pursuant to Exchange 
policy, and any other persons that the Exchange authorizes admission 
to the trading floor. See id. The proposed rule change excludes 
service personnel and visitors from accessing the virtual trading 
floor. See id. at 10.
    \23\ TPHs and clerks would not be required to display badges on 
the virtual trading floor. See proposed CBOE Rule 5.24(e)(3)(B). The 
virtual trading floor program would identify the TPH organization of 
each participant in a virtual trading pit. See Notice, supra note 6, 
at 11, n.16.
    \24\ The Exchange states that it does not anticipate granting 
any other individuals with access to the virtual trading floor 
outside of TPHs and Exchange personnel; however, the Exchange 
believes the flexibility to permit Exchange personnel to access the 
virtual trading floor is appropriate, such as to permit access to 
make updates to the communication program. See id. at 10, n.14.
    \25\ See proposed CBOE Rule 5.24(e)(3)(B). This includes TPHs 
(and individuals that represent TPH organizations) that are 
currently authorized to perform trading floor functions, as well as 
any TPHs that receive such authorization in the future. See Notice, 
supra note 6, at 10.
    \26\ See proposed CBOE Rule 5.24(e)(3)(B).
    \27\ See Notice, supra note 6, at 10.
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    Proposed Rule 5.24(e)(3)(C) states that TPHs may use any equipment 
(e.g., any hardware or software related to a phone, system, or other 
device, including an instant messaging system, email system, or similar 
device) to access the virtual trading floor and do not need to register 
devices they use while on the virtual trading floor.\28\ TPHs must use 
Exchange-provided equipment to access PAR workstations while 
transacting on the virtual trading floor.\29\ The proposed rule change 
does not require TPHs to register devices they use while on the virtual 
trading floor.\30\ The Exchange states that the requirements in Rule 
5.81(a) would otherwise apply in the same manner to the virtual trading 
floor as it does to the physical trading floor (to the extent the 
context requires).\31\
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    \28\ See Notice, supra note 6, at 11.
    \29\ The Exchange represents that the PAR will be used and work 
in the same manner for the virtual trading floor as it is on the 
physical trading floor. See Notice, supra note 6, at 11, n.16.
    \30\ See id. at 11-12.
    \31\ The Exchange states that this would include requirements 
related to audit trail and record retention, prohibition on using 
any device for the purpose of recording activities in the virtual 
trading pit or maintaining an open line of continuous communication 
whereby a non-associated person not located in the trading crowd may 
continuously monitor the activities in the trading crowd, and the 
prohibition on using devices to disseminate quotes or last sale 
reports. See id. at 12.
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    Proposed Rule 5.24(e)(3)(d) provides that the Exchange may 
determine to require any Market-Maker or Floor Broker in a virtual 
trading pit that wants to trade against an order represented for 
execution to express its bid or offer in a chat available in the 
virtual trading pit.\32\
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    \32\ The Exchange states that it will announce with sufficient 
advance notice to all TPHs any determination to require bids and 
offers to be expressed in a chat within the communication program 
pursuant to Rule 1.5 (such as by Exchange notice or regulatory 
circular). See id. at 12, n.19. The Exchange also represents that, 
regardless of whether it requires the chat function to be used, the 
Exchange will maintain records of all chats in the virtual trading 
floor in accordance with its self-regulatory organization record 
retention obligations. See id. at 13.
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    The Exchange represents that TPHs participating on the virtual 
trading floor would be subject to the same regulatory requirements on 
the virtual trading floor as they are on the physical trading floor, 
including those set forth in Chapters 8 and 9.\33\ The Exchange states 
that its Regulatory Division would be able to utilize preexisting floor 
surveillances to surveil for the activity occurring on the virtual 
trading floor.\34\ Furthermore, the Exchange states that the Regulatory 
Division may access the virtual trading floor if it deems necessary and 
appropriate, including records of any chats from the virtual trading 
floor, if that functionality is used.\35\
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    \33\ See id. at 13.
    \34\ See id.
    \35\ See id. at 14-15.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-CBOE-
2020-055, as Modified by Amendment No. 2, and Grounds for Disapproval 
Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \36\ to determine whether the proposed rule 
change, as modified by Amendment No. 2, should be approved or 
disapproved. Institution of such proceedings is appropriate at this 
time in view of the legal and policy issues raised by the proposal and 
the comment received thereon. Institution of proceedings does not 
indicate that the Commission has reached any conclusions with respect 
to any of the issues involved.
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    \36\ 15 U.S.C. 78s(b)(2)(B). Section 19(b)(2) of the Act also 
provides that proceedings to determine whether to disapprove a 
proposed rule change must be concluded within 180 days of the date 
of publication of notice of the filing of the proposed rule change. 
See id. The time for conclusion of the proceedings may be extended 
for up to 60 days if the Commission finds good cause for such 
extension and publishes its reasons for so finding. See id.
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    Pursuant to Section 19(b)(2)(B) of the Act,\37\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposal's consistency with the Act, including Sections 
6(b)(5) and 6(b)(8) thereof,\38\ and the rules and regulations 
thereunder.
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    \37\ Id.
    \38\ 15 U.S.C. 78f(b)(5) and 15 U.S.C. 78f(b)(8), respectively. 
Section 6(b)(5) of the Act requires that the rules of a national 
securities exchange be designed, among other things, 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, and not be designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers. Section 6(b)(8) of 
the Act requires that the rules of a national securities exchange 
not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.
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    The Commission is instituting proceedings to further consider the 
proposal and the issues raised by the commenter on the proposal as it 
determines whether the proposed virtual trading floor is consistent 
with the Act and the rules and regulations thereunder.
    Specifically, the Commission is providing notice of the following

[[Page 60507]]

grounds for possible disapproval under consideration:
     Whether the Exchange has demonstrated how its proposal is 
consistent with Section 6(b)(5) of the Act,\39\ which requires the 
rules of CBOE to not be ``designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.''
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    \39\ 15 U.S.C. 78f(b)(5).
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     Whether the Exchange has demonstrated how its proposal is 
consistent with Section 6(b)(8) of the Act,\40\ which requires that the 
rules of CBOE not impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \40\ 15 U.S.C. 78f(b)(8).
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    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a proposed rule change is rule change is consistent 
with the [Act] and the rules and regulations issued thereunder . . . is 
on the [SRO] that proposed the rule change.'' \41\ The description of a 
proposed rule change, its purpose and operation, its effect, and a 
legal analysis of its consistency with applicable requirements must all 
be sufficiently detailed and specific to support an affirmative 
Commission finding,\42\ and any failure of an SRO to provide this 
information may result in the Commission not having a sufficient basis 
to make an affirmative finding that a proposed rule change is 
consistent with the Act and the applicable rules and regulations.\43\ 
Moreover, ``unquestioning reliance'' on an SRO's representations in a 
proposed rule change would not be sufficient to justify Commission 
approval of a proposed rule change.\44\
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    \41\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR 
201.700(b)(3).
    \42\ See id.
    \43\ See id.
    \44\ See Susquehanna Int'l Group, LLP v. Securities and Exchange 
Commission, 866 F.3d 442, 446-47 (DC Cir. 2017) (rejecting the 
Commission's reliance on an SRO's own determinations without 
sufficient evidence of the basis for such determinations).
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    For the reasons discussed above, the Commission believes it is 
appropriate to institute proceedings pursuant to Section 19(b)(2)(B) of 
the Act to allow for additional consideration of the issues raised by 
the proposal as it determines whether the proposal should be approved 
or disapproved.

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
concerns identified above, as well as any others they may have with the 
proposal. In particular, the Commission invites the written views of 
interested persons concerning whether the proposed rule change, as 
modified by Amendment No. 2, is inconsistent with Section 6(b)(5) \45\ 
or any other provision of the Act, or the rules and regulation 
thereunder. Although there do not appear to be any issues relevant to 
approval or disapproval that would be facilitated by an oral 
presentation of views, data, and arguments, the Commission will 
consider, pursuant to Rule 19b-4 under the Act, any request for an 
opportunity to make an oral presentation.\46\
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    \45\ 15 U.S.C. 78f(b)(5).
    \46\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change, as modified by 
Amendment No. 2, should be approved or disapproved by October 16, 2020. 
Any person who wishes to file a rebuttal to any other person's 
submission must file that rebuttal by October 30, 2020.
    The Commission asks that commenters address the sufficiency and 
merit of the Exchange's statements in support of the proposed rule 
change, in addition to any other comments they may wish to submit about 
the proposed rule change. In particular, the Commission seeks comment 
on the statements of the Exchange contained in Amendment No. 2,\47\ and 
any other issues raised by the proposed rule change.
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    \47\ See Amendment No. 2, supra note 6.
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    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-2020-055 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-2020-055. 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-2020-055 and should be submitted by 
October 16, 2020. Rebuttal comments should be submitted by October 30, 
2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\48\
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    \48\ 17 CFR 200.30-3(a)(57) and (58).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-21142 Filed 9-24-20; 8:45 am]
BILLING CODE 8011-01-P