[Federal Register Volume 85, Number 222 (Tuesday, November 17, 2020)]
[Notices]
[Pages 73318-73321]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-25264]



[[Page 73318]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90392; File No. SR-MIAX-2020-35]


Self-Regulatory Organizations; Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend the Exchange's Amended and Restated 
Certificate of Formation, Second Amended and Restated Limited Liability 
Company Agreement, and the Amended and Restated By-Laws

November 10, 2020.
    Pursuant to the provisions of 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 October 28, 2020, Miami International 
Securities Exchange LLC (``MIAX Options'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``Commission'') a proposed rule 
change as described in Items I and II 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 is filing a proposal to amend the Exchange's Amended 
and Restated Certificate of Formation (the ``Certificate of 
Formation''), Second Amended and Restated Limited Liability Company 
Agreement (the ``LLC Agreement''), and the Amended and Restated By-Laws 
(the ``By-Laws'').
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/ at MIAX Options' 
principal office, 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
Changes to the Certificate of Formation
    The Exchange proposes to amend the Certificate of Formation to make 
several non-substantive, administrative and clarifying changes. On June 
17, 2011, the Exchange executed the Amended and Restated Certificate of 
Formation. The Exchange first proposes to amend the first paragraph of 
the Certificate of Formation in order to accurately reflect the amended 
document title and the date upon which it was executed. In particular, 
the Exchange proposes to delete the word ``original'' and the phrase 
``under Miami International Stock Exchange, LLC on September 10, 2007, 
as amended by the Certificate of Amendment, filed on April 21, 2010.'' 
\3\ The Exchange proposes to insert the amended document title and date 
upon which the Amended and Restated Certificate of Formation was 
executed. With the proposed changes, the first paragraph of the 
Certificate of Formation will be as follows:
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    \3\ See Certificate of Formation.

    This filing has been executed and filed in accordance with 
Section 18-208 of the Limited Liability Company Act. This document 
is being executed for the purpose of amending and restating the 
Amended and Restated Certificate of Formation, filed on June 17, 
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2011 under file number: 4420452.

    The Exchange also proposes to amend the Second clause in the 
Certificate of Formation to update the address of the Exchange's 
registered office in the State of Delaware, as well as the Exchange's 
registered agent. In particular, the Exchange proposes to delete the 
address and company name of the registered office and registered agent, 
respectively, as contained in the current Certificate of Formation.\4\ 
The Exchange proposes to insert in the Second clause of the Certificate 
of Formation the updated address of its registered office and the name 
of the Exchange's registered agent. With the proposed changes, the 
Second clause of the Certificate of Formation will be as follows:
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    \4\ See id., SECOND Clause.

    The address of its registered office in the State of Delaware is 
1209 Orange Street in the City of Wilmington, County of New Castle, 
ZIP Code 19801. The name of its registered agent at such address is 
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The Corporation Trust Company.

    The Exchange also proposes to amend the signature line for the 
Certificate of Formation by deleting ``Thomas P. Gallagher, Chairman,'' 
as the signatory.\5\ In its place, the Exchange proposes to insert the 
signatory as ``Barbara J. Comly, EVP, General Counsel & Corporate 
Secretary.''
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    \5\ See supra note 3.
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    The purpose of the proposed changes to the Certificate of Formation 
are to ensure that the Exchange's Certificate of Formation accurately 
reflects correct, current information, including the name of the 
amended document as well as the legal address and name of the 
registered office and registered agent for the Exchange in order to 
reduce potential investor or market participant confusion.
Changes to the LLC Agreement
    The Exchange proposes to amend the LLC Agreement to make several 
non-substantive, administrative and clarifying changes. On May 20, 
2011, the Exchange executed the First Amended and Restated Limited 
Liability Company Agreement (the ``First LLC Agreement''). On December 
1, 2012, the Exchange executed the Second Amended and Restated Limited 
Liability Company Agreement (the ``Second LLC Agreement''), which 
restated the First LLC Agreement. The first paragraph of the LLC 
Agreement refers to the document as the ``Operating Agreement.'' \6\ 
The Exchange now proposes to amend the first paragraph of the LLC 
Agreement to reflect the current amended document, which will be the 
``Third Amended and Restated Limited Liability Company Agreement'' (the 
``Third LLC Agreement''). Accordingly, the Exchange proposes to update 
the text in the first paragraph of the LLC Agreement to reflect this 
change, thereby deleting reference to the name and date of the First 
LLC Agreement, and inserting the name and date of the Second LLC 
Agreement as being amended and restated by the Third LLC Agreement. The 
Exchange also proposes to delete the reference to the ``Operating 
Agreement,'' for purposes of clarity and uniformity.\7\ With the 
proposed changes, the first paragraph of the LLC Agreement will be as 
follows:
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    \6\ See LLC Agreement.
    \7\ See id.

    Miami International Holdings, Inc., a Delaware corporation, the 
sole member (the ``LLC Member'') of Miami International Securities 
Exchange, LLC, a Delaware limited liability company (the 
``Company''), pursuant to and in accordance with the Delaware 
Limited Liability Company Act, 6 Del.C. Sec.  18-101, et seq. (the 
``LLC Act''), hereby

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declares the following to be the Third Amended and Restated Limited 
Liability Company Agreement (the ``LLC Agreement'') of the Company 
which amends and restates in its entirety the Second Amended and 
Restated Limited Liability Company Agreement dated December 1, 2012 
of the Company. Capitalized terms not otherwise defined herein shall 
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have the meanings set forth on Schedule A to this LLC Agreement.

    Next, the Exchange proposes to amend Section 3 of the LLC Agreement 
to amend the address referenced therein for the Exchange's principal 
place of business. The Exchange has increased its office space at its 
current address of 7 Roszel Road, Princeton, New Jersey 08540.\8\ The 
new mailing and principal address for the Princeton, New Jersey office 
is now 7 Roszel Road, Suite 1A, Princeton, New Jersey 08540. 
Accordingly, the Exchange proposes to amend Section 3 of the LLC 
Agreement to reflect the change in mailing address from ``5th Floor'' 
to ``Suite 1A.''
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    \8\ See id., Section 3.
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    The Exchange next proposes to amend Section 4 of the LLC Agreement 
to update the address of the Exchange's registered office in the State 
of Delaware, as well as the Exchange's registered agent. In particular, 
the Exchange proposes to delete the address and company name of the 
registered office and registered agent, respectively, as contained in 
the current LLC Agreement. The Exchange proposes to insert in Section 4 
of the LLC Agreement the updated address of its registered office and 
the name of the Exchange's registered agent. With the proposed changes, 
Section 4 of the LLC Agreement will be as follows:

    The registered office of the Company required by the LLC Act to 
be maintained in the State of Delaware shall be 1209 Orange Street 
in the City of Wilmington, County of New Castle, ZIP Code 19801 or 
such other office as the Board of Directors may designate from time 
to time. The registered agent for the Company shall be The 
Corporation Trust Company, or such other registered agent as the 
Board of Directors may designate from time to time.

    Next, the Exchange proposes to amend Section 6 of the LLC Agreement 
to clarify that Miami International Holdings, Inc. (``MIH'') is the 
sole LLC Member \9\ of the Exchange and to update the address for MIH, 
as described above. The Exchange also proposes to delete the reference 
to ``Schedule B'' and the following sentence: ``The LLC Member was 
admitted to the Company as an LLC Member of the Company upon its 
execution of a counterpart signature page to the Operating Agreement at 
which time it acquired 100% of the limited liability company interests 
of the Company.'' The purpose of these changes is for administrative 
ease and to provide uniformity throughout the LLC Agreement. The 
Exchange also proposes to delete ``Schedule B'' from the LLC Agreement, 
which simply states that the LLC Member is MIH. This is duplicative 
information as the term ``LLC Member'' is defined in Schedule A to the 
LLC Agreement.\10\ Accordingly, the Exchange proposes to delete 
Schedule B and move the information regarding the LLC Member into 
Section 6.
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    \9\ ``LLC Member'' means Miami International Holdings, Inc., as 
the sole member of the Company. See LLC Agreement, Schedule A, 
Definitions.
    \10\ See id.
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    Next, the Exchange proposes to amend Section 9 of the LLC Agreement 
to delete the last sentence of Section 9(a), which states, ``The 
Directors as of the date of this LLC Agreement are set forth on 
Schedule C attached hereto.'' Schedule C of the LLC Agreement provides 
the names and classifications of the Board of Directors of the Exchange 
as of December 1, 2012. The Exchange proposes to delete Schedule C, and 
all references to Schedule C, as further described below, from the LLC 
Agreement. The names and classifications of the Board of Directors of 
the Exchange are publicly available information through the 
Commission's Electronic Data Gathering, Analysis, and Retrieval 
(``EDGAR'') website.\11\ The purpose of these changes is for 
administrative ease and to provide uniformity throughout the LLC 
Agreement.
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    \11\ See https://www.sec.gov/edgar/searchedgar/companysearch.html and https://www.sec.gov/oiea/Article/edgarguide.html for EDGAR filing information.
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    The Exchange also proposes to amend the first sentence of Section 
9(c) to clarify that the By-Laws \12\ of the Exchange have been 
adopted, thereby deleting the phrase ``hereby adopt the,'' in order to 
clarify that this has already occurred. Further, the Exchange proposes 
to delete the reference to ``Exhibit A'' in Section 9(c). Exhibit A 
currently provides that the By-Laws of MIAX are attached to the LLC 
Agreement. The Exchange provides the By-Laws as publicly available 
information on its website. Accordingly, additional reference to the 
By-Laws in Exhibit A is duplicative.
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    \12\ ``By-Laws'' has the meaning set forth in Section 9(c). See 
LLC Agreement, Schedule A, Definitions.
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    Next, the Exchange proposes to amend Section 29 of the LLC 
Agreement to delete the reference to ``Schedule B'' and provide a 
cross-reference to Section 6 for the address of the LLC Member, as 
described above. These proposed changes will provide clarity and 
uniformity throughout the LLC Agreement.
    The Exchange next proposes to amend ``Schedule A, Definitions'' to 
the LLC Agreement to delete the definition for ``Operating Agreement.'' 
As described above, the Exchange is amending and restating the LLC 
Agreement for the third time and as such, is removing the reference in 
the first paragraph of the LLC Agreement to the ``Operating 
Agreement.''
Changes to the By-Laws
    The Exchange proposes to amend the first paragraph of the By-Laws 
to make several non-substantive, administrative changes. In particular, 
the Exchange proposes to amend the first paragraph of the By-Laws to 
delete the phrases ``Second Amended and Restated'' and ``dated as of 
December 1, 2012,'' both of which refer to the LLC Agreement.\13\ The 
purpose of these changes is for administrative ease and to provide 
uniformity among the titles of each of the Exchange's corporate 
documents. With the proposed changes, the first paragraph of the By-
Laws will be as follows:
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    \13\ See By-Laws.

    These Amended and Restated By-Laws have been established as the 
By-Laws of Miami International Securities Exchange, LLC, a Delaware 
limited liability company (the ``Company''), pursuant to the Limited 
Liability Company Agreement of the Company (as amended from time to 
time, the ``LLC Agreement''), and, together with the LLC Agreement, 
constitute the limited liability company agreement of the Company 
within the meaning of the LLC Act (as defined in the LLC Agreement). 
In the event of any inconsistency between the LLC Agreement and 
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these By-Laws, the provision of the LLC Agreement shall control.

    Finally, the Exchange proposes to make technical and conforming 
changes to time and date of effectiveness on the signature pages of 
each of the Certificate of Formation, LLC Agreement and By-Laws. The 
Exchange also proposes to amend the signature line of the LLC Agreement 
to insert the full title of the signatory as ``Thomas P. Gallagher, 
Chairman and Chief Executive Officer.''
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\14\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section

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6(b)(5) \15\ requirements that the rules of an exchange be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. Additionally, the Exchange 
believes the proposed rule change is consistent with the Section 
6(b)(5) \16\ requirement that the rules of an exchange not be designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(5).
    \16\ Id.
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    The Exchange believes that the proposed changes to the Certificate 
of Formation, LLC Agreement and By-Laws are designed to prevent 
fraudulent and manipulative acts and practices, promote just and 
equitable principles of trade, foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, remove impediments to and perfect the mechanism of a free 
and open market and a national market system, and, in general, protect 
investors and the public interest. The Exchange believes that the 
proposed changes are non-substantive, administrative changes and will 
reduce potential investor or market participant confusion regarding the 
Exchange's corporate documents. Further, the Exchange believes the 
proposed changes are not material and will have no impact on the 
governance, ownership, or operations of the Exchange.
    The Exchange believes its proposal to amend the Certificate of 
Formation, LLC Agreement and By-Laws are consistent with the Act as the 
changes are to maintain accurate information regarding, among other 
things, the Exchange's address, registered agent and registered office.

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 the proposed rule change will impose any burden on intra-market 
and inter-market competition that is not necessary or appropriate in 
furtherance of the purposes of the Act because the proposed changes are 
not intended to address competitive issues but rather are 
administrative, non-substantive changes that are concerned solely with 
updating the Certificate of Formation, LLC Agreement and By-Laws to 
reflect current, accurate information.

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

    Written comments were neither solicited nor 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) of the Act \17\ and Rule 19b-
4(f)(6) thereunder.\18\
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \19\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \20\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay. As 
the proposed rule change raises no novel issues and promotes accuracy 
and consistency within the Exchange's Certificate of Formation, LLC 
Agreement, and By-Laws, the Commission believes that waiver of the 30-
day operative delay is consistent with the protection of investors and 
the public interest. Accordingly, the Commission hereby waives the 
operative delay and designates the proposed rule change operative upon 
filing.\21\
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    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MIAX-2020-35 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-MIAX-2020-35. 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

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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-MIAX-2020-35, and should be submitted on 
or before December 8, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-25264 Filed 11-16-20; 8:45 am]
BILLING CODE 8011-01-P