[Federal Register Volume 86, Number 119 (Thursday, June 24, 2021)]
[Notices]
[Pages 33396-33399]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-13288]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92186; File No. SR-MIAX-2021-26]


Self-Regulatory Organizations; Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend Its Fee Schedule for the Complex PRIME 
(``cPRIME'') Agency Order Credit

June 15, 2021.
    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 9, 2021, Miami International Securities Exchange LLC (``MIAX'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a 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 is filing a proposal to amend the MIAX Options Fee 
Schedule (the ``Fee Schedule'').
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings, at MIAX's 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
    The Exchange proposes to amend the Fee Schedule to modify one of 
the conditions for Members \3\ to receive the alternative complex PRIME 
(``cPRIME'') \4\ Agency Order Credit amount for cPRIME Agency Orders in 
Tier 4 of the Priority Customer Rebate Program (``PCRP'') \5\ that 
applies instead of the credit otherwise applicable to such orders, if a 
certain threshold is satisfied. The Exchange initially filed this 
proposal on May 28, 2021 (SR-MIAX-2021-24) and withdrew such filing on 
June 9, 2021. The Exchange proposes to implement the fee change 
effective June 9, 2021.
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    \3\ The term ``Member'' means an individual or organization 
approved to exercise the trading rights associated with a Trading 
Permit. Members are deemed ``members'' under the Exchange Act. See 
Exchange Rule 100.
    \4\ ``cPRIME'' is the process by which a Member may 
electronically submit a ``cPRIME Order'' (as defined in Rule 
518(b)(7)) it represents as agent (a ``cPRIME Agency Order'') 
against principal or solicited interest for execution (a ``cPRIME 
Auction''), subject to the restrictions set forth in Exchange Rule 
515A, Interpretation and Policy .12. See Exchange Rule 515A.
    \5\ Under the PCRP, MIAX Options credits each Member the per 
contract amount resulting from each Priority Customer order 
transmitted by that Member which is executed electronically on the 
Exchange in all multiply-listed option classes (excluding, in simple 
or complex as applicable, QCC and cQCC Orders, mini-options, 
Priority Customer-to-Priority Customer Orders, C2C and cC2C Orders, 
PRIME and cPRIME AOC Responses, PRIME and cPRIME Contra-side Orders, 
PRIME and cPRIME Orders for which both the Agency and Contra-side 
Order are Priority Customers, and executions related to contracts 
that are routed to one or more exchanges in connection with the 
Options Order Protection and Locked/Crossed Market Plan referenced 
in Exchange Rule 1400), provided the Member meets certain percentage 
thresholds in a month as described in the Priority Customer Rebate 
Program table. See Fee Schedule, Section 1)a)iii.
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Background
    Exchange Rule 518(b)(7) defines a cPRIME Order as a type of complex 
order \6\ that is submitted for participation in a cPRIME Auction and 
trading of cPRIME Orders is governed by Rule 515A, Interpretation and 
Policies .12.\7\ cPRIME Orders are processed and executed in the 
Exchange's PRIME mechanism, the same mechanism that the Exchange uses 
to process and execute simple PRIME orders, pursuant to Exchange Rule 
515A.\8\ PRIME is a process by which a Member may electronically submit 
for execution an order it represents as agent (an ``Agency Order'') 
against principal interest and/or solicited interest. The Member that 
submits the Agency Order (``Initiating Member'') agrees to guarantee 
the execution of the Agency Order by submitting a contra-side order 
representing principal interest or solicited interest (``Contra-Side 
Order''). When the Exchange receives a properly designated Agency Order 
for Auction processing, a request for response (``RFR'') detailing the 
option, side, size and initiating price is broadcasted to MIAX 
participants up to an optional designated limit price. Members may 
submit responses to the RFR, which can be either an Auction or Cancel 
(``AOC'')

[[Page 33397]]

order or an AOC eQuote. A cPRIME Auction is the price-improvement 
mechanism of the Exchange's System pursuant to which an Initiating 
Member electronically submits a complex Agency Order into a cPRIME 
Auction. The Initiating Member, in submitting an Agency Order, must be 
willing to either (i) cross the Agency Order at a single price against 
principal or solicited interest, or (ii) automatically match against 
principal or solicited interest, the price and size of a RFR that is 
broadcast to MIAX participants up to an optional designated limit 
price. Such responses are defined as cPRIME AOC Responses or cPRIME 
eQuotes. The PRIME mechanism is used for orders on the Exchange's 
Simple Order Book.\9\ The cPRIME mechanism is used for Complex Orders 
\10\ on the Exchange's Strategy Book,\11\ with the cPRIME mechanism 
operating in the same manner for processing and execution of cPRIME 
Orders that is used for PRIME Orders on the Simple Order Book.
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    \6\ A ``complex order'' is any order involving the concurrent 
purchase and/or sale of two or more different options in the same 
underlying security (the ``legs'' or ``components'' of the complex 
order), for the same account, in a ratio that is equal to or greater 
than one-to-three (.333) and less than or equal to three-to-one 
(3.00) and for the purposes of executing a particular investment 
strategy. A complex order can also be a ``stock-option'' order, 
which is an order to buy or sell a stated number of units of an 
underlying security coupled with the purchase or sale of options 
contract(s) on the opposite side of the market, subject to certain 
contingencies set forth in the proposed rules governing complex 
orders. For a complete definition of a ``complex order,'' see 
Exchange Rule 518(a)(5). See also Securities Exchange Act Release 
No. 78620 (August 18, 2016), 81 FR 58770 (August 25, 2016) (SR-MIAX-
2016-26).
    \7\ See Securities Exchange Act Release No. 81131 (July 12, 
2017), 82 FR 32900 (July 18, 2017) (SR-MIAX-2017-19) (Order Granting 
Approval of a Proposed Rule Change to Amend MIAX Options Rules 515, 
Execution of Orders and Quotes; 515A, MIAX Price Improvement 
Mechanism (``PRIME'') and PRIME Solicitation Mechanism; and 518, 
Complex Orders).
    \8\ Id.
    \9\ The ``Simple Order Book'' is the Exchange's regular 
electronic book of orders and quotes. See Exchange Rule 518(a)(15).
    \10\ See supra note 6. Mini-options may only be part of a 
complex order that includes other mini-options. Only those complex 
orders in the classes designated by the Exchange and communicated to 
Members via Regulatory Circular with no more than the applicable 
number of legs, as determined by the Exchange on a class-by-class 
basis and communicated to Members via Regulatory Circular, are 
eligible for processing. See Exchange Rule 518(a)(5).
    \11\ The ``Strategy Book'' is the Exchange's electronic book of 
complex orders and complex quotes. See Exchange Rule 518(a)(17).
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    On February 28, 2019, the Exchange filed its proposal to, among 
other things, establish the alternative cPRIME Agency Order Credit 
amount for cPRIME Agency Orders in Tier 4 of the PCRP that would apply 
instead of the credit otherwise applicable to such orders, if a certain 
threshold was satisfied by the Member.\12\ With that filing, the 
Exchange adopted footnote ``**'' below the PCRP table in Section 
1)a)iii) of the Fee Schedule, which described the alternative cPRIME 
Agency Order Credit amount for cPRIME Agency Orders in Tier 4 of the 
PCRP. On February 28, 2020, the Exchange filed its proposal to, among 
other things, lower the alternative cPRIME Agency Order rebate for PCRP 
Members in Tier 4 that execute Priority Customer standard non-paired 
complex volume at least equal to or greater than their Priority 
Customer cPRIME agency volume from $0.22 per contract to $0.12 per 
contract.\13\
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    \12\ See Securities Exchange Act Release No. 85301 (March 13, 
2019), 84 FR 10166 (March 19, 2019) (SR-MIAX-2019-09).
    \13\ See Securities Exchange Act Release No. 88349 (March 10, 
2020), 85 FR 14995 (March 16, 2020) (SR-MIAX-2020-05).
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    Currently, under the PCRP, the Exchange provides a higher credit of 
$0.12 per contract for cPRIME Agency Orders if any Member or its 
Affiliate \14\ qualifies for PCRP Tier 4 and executes Priority Customer 
standard, non-paired complex volume at least equal to or greater than 
their Priority Customer cPRIME Agency Order volume on a monthly basis, 
instead of the $0.10 credit otherwise applicable for Tier 4.\15\
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    \14\ For purposes of the MIAX Options Fee Schedule, the term 
``Affiliate'' means (i) an affiliate of a Member of at least 75% 
common ownership between the firms as reflected on each firm's Form 
BD, Schedule A, (``Affiliate''), or (ii) the Appointed Market Maker 
of an Appointed EEM (or, conversely, the Appointed EEM of an 
Appointed Market Maker). An ``Appointed Market Maker'' is a MIAX 
Market Maker (who does not otherwise have a corporate affiliation 
based upon common ownership with an EEM) that has been appointed by 
an EEM and an ``Appointed EEM'' is an EEM (who does not otherwise 
have a corporate affiliation based upon common ownership with a MIAX 
Market Maker) that has been appointed by a MIAX Market Maker, 
pursuant to the following process. A MIAX Market Maker appoints an 
EEM and an EEM appoints a MIAX Market Maker, for the purposes of the 
Fee Schedule, by each completing and sending an executed Volume 
Aggregation Request Form by email to [email protected] no 
later than 2 business days prior to the first business day of the 
month in which the designation is to become effective. Transmittal 
of a validly completed and executed form to the Exchange along with 
the Exchange's acknowledgement of the effective designation to each 
of the Market Maker and EEM will be viewed as acceptance of the 
appointment. The Exchange will only recognize one designation per 
Member. A Member may make a designation not more than once every 12 
months (from the date of its most recent designation), which 
designation shall remain in effect unless or until the Exchange 
receives written notice submitted 2 business days prior to the first 
business day of the month from either Member indicating that the 
appointment has been terminated. Designations will become operative 
on the first business day of the effective month and may not be 
terminated prior to the end of the month. Execution data and reports 
will be provided to both parties.
    \15\ The Exchange notes that other exchanges offer comparable 
rebates in their middle to highest tiers for similar transactions. 
See, generally, Nasdaq PHLX LLC, Options 7, Pricing Schedule 
(highest tier rebate of $0.14 per contract for similar 
transactions); Cboe EDGX Exchange, Inc. Fee Schedule (mid-tier 
rebate of $0.11 per contract, up to $0.14 per contract in the 
highest tier for similar transactions); NYSE American LLC Fee 
Schedule (rebate of $0.10 per contract for similar transactions).
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    The Exchange now proposes to modify one of the conditions in order 
for a Member to receive the alternative cPRIME Agency Order Credit 
amount for cPRIME Agency Orders in Tier 4 of the PCRP that applies 
instead of the credit otherwise applicable to such orders. With the 
proposed change, any Member or its Affiliate that qualifies for PCRP 
Tier 4 and executes Priority Customer standard, non-paired complex 
volume at least equal to or greater than three (3) times their Priority 
Customer cPRIME Agency Order volume on a monthly basis, will receive a 
credit of $0.12 per contract for cPRIME Agency Orders instead of the 
credit otherwise applicable to such orders in Tier 4. The Exchange 
proposes to make the corresponding change to footnote ``**'' below the 
PCRP table in Section 1)a)iii) of the Fee Schedule. The purpose of the 
proposed change is for business and competitive reasons. As the amount 
and type of volume that is executed on the Exchange has shifted since 
it first established the alternative cPRIME Agency Order Credit amount 
for cPRIME Agency Orders in Tier 4 of the PCRP, provided that the 
Member meets certain Priority Customer standard, non-paired complex 
volume,\16\ the Exchange has determined to level-set the threshold to 
achieve the alternative rebate by requiring Members to execute an 
increased amount of Priority Customer standard, non-paired complex 
volume. With the proposed change, the Exchange believes the higher 
credit of $0.12 per contract for cPRIME Agency Orders will continue to 
be attractive and reflective of the amount and type of volume executed 
on the Exchange.
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    \16\ See supra notes 12 and 13.
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2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \17\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act \18\ in 
particular, in that it is an equitable allocation of reasonable fees 
and other charges among its members and issuers and other persons using 
its facilities. The Exchange also believes the proposal furthers the 
objectives of Section 6(b)(5) of the Act 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 and is not designed to permit unfair discrimination between 
customers, issuers, brokers and dealers.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes its proposal provides for the equitable 
allocation of reasonable dues and fees and is not unfairly 
discriminatory for the following reasons. The Exchange operates in a 
highly competitive market. The Commission has repeatedly expressed its 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, the Commission highlighted the importance of market forces in 
determining prices and self-regulatory

[[Page 33398]]

organization (``SRO'') revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \19\ There are currently 
16 registered options exchanges competing for order flow. Based on 
publicly-available information, and excluding index-based options, no 
single exchange has more than approximately 13-14% of the market share 
of executed volume of multiply-listed equity and exchange-traded fund 
(``ETF'') options trades as of June 9, 2021, for the month of June 
2021.\20\ Therefore, no exchange possesses significant pricing power in 
the execution of multiply-listed equity and ETF options order flow. 
More specifically, as of June 9, 2021, the Exchange has a total market 
share of 6.73% of all equity options volume, for the month of June 
2021.\21\
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    \19\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496 (June 29, 2005).
    \20\ See https://www.cboe.com/us/options/market_statistics/.
    \21\ See id.
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    The Exchange believes that the ever-shifting market shares among 
the exchanges from month to month demonstrates that market participants 
can shift order flow (as further described below), or discontinue or 
reduce use of certain categories of products, in response to 
transaction and non-transaction fee changes. For example, in February 
2019, the Exchange filed with the Commission an immediately effective 
filing to decrease certain credits assessable to Members pursuant to 
the PCRP, with the fee change effective for March 1, 2019.\22\ The 
Exchange experienced a decrease in total market share between the 
months of February and March of 2019. Accordingly, the Exchange 
believes that the February 2019 fee change may have contributed to the 
decrease in the Exchange's market share and, as such, the Exchange 
believes competitive forces constrain options exchange transaction 
fees.
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    \22\ See supra note 12.
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    The Exchange believes its proposal to modify the amount of Priority 
Customer standard, non-paired complex volume in order for Members to 
achieve the higher alternative cPRIME Agency Order Credit amount for 
cPRIME Agency Orders in Tier 4 of the PCRP is consistent with Section 
6(b)(4) of the Act \23\ because it applies equally to all participants. 
The proposal is based on the amount and type of complex and cPRIME 
business transacted on the Exchange and Members are not obligated to 
try to achieve the higher alternative cPRIME Agency Order Credit amount 
for cPRIME Agency Orders in Tier 4 of the PCRP, nor are they obligated 
to execute any cPRIME transactions. Rather, the proposal is designed to 
level-set the volume threshold to Exchange volume in these segments to 
achieve the higher alternative rebate by requiring Members to execute 
an increased amount of Priority Customer standard, non-paired complex 
volume. The Exchange believes that by encouraging market participants 
to execute Priority Customer standard, non-paired complex volume at 
least equal to or greater than three times their Priority Customer 
cPRIME Agency Order volume in order to receive a higher alternative 
credit instead of the credit otherwise applicable to such orders in 
Tier 4 of the PCRP is reasonable, equitably allocated and not unfairly 
discriminatory because it is more reflective of the amount and type of 
volume executed on the Exchange since the Exchange first established 
the alternative cPRIME Agency Order Credit.
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    \23\ 15 U.S.C. 78f(b)(4).
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    The Exchange also believes that this proposal continues to 
encourage increased volume of Priority Customer standard, non-paired 
complex orders and Priority Customer cPRIME orders, which will continue 
to result in increased complex and cPRIME liquidity that benefits all 
Exchange participants by providing more trading opportunities and 
tighter spreads. The Exchange also believes the PCRP is reasonably 
designed because it incentivizes providers of Priority Customer order 
flow to send that Priority Customer order flow to the Exchange in order 
to obtain the highest volume threshold and receive a credit in a manner 
that enables the Exchange to improve its overall competitiveness and 
strengthen its market quality for all market participants.
    In addition, the proposal is also consistent with Section 6(b)(5) 
of the Act \24\ because it perfects the mechanisms of a free and open 
market and a national market system and protects investors and the 
public interest because, while only certain Priority Customer order 
flow qualifies for the rebate program under the PCRP and, specifically, 
only order flow by Members in Tier 4 of the PCRP that meet the 
additional threshold will continue to receive the higher alternative 
cPRIME Agency Order rebate, an increase in Priority Customer order flow 
will bring greater volume and liquidity, which benefits all market 
participants by providing more trading opportunities and tighter 
spreads. To the extent Priority Customer order flow continues to 
increase by the proposal, market participants will increasingly compete 
for the opportunity to trade on the Exchange including sending more 
orders and providing narrower and larger-sized quotations in the effort 
to trade with such Priority Customer order flow.
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    \24\ 15 U.S.C. 78f(b)(1) and (b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\25\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that are not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \25\ 15 U.S.C. 78f(b)(8).
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Intra-Market Competition
    The Exchange believes that its proposal to modify the condition for 
the alternative cPRIME Agency Order Credit will not impose any undue 
burden on intra-market competition. The Exchange believes that this 
proposal will continue to encourage Members to submit both Priority 
Customer standard, non-paired complex orders and Priority Customer 
cPRIME orders, which will increase liquidity and benefit all market 
participants by providing more trading opportunities and tighter 
spreads. Accordingly, the Exchange believes that the proposed changes 
will not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because it will 
continue to encourage order flow, which provides greater volume and 
liquidity, benefiting all market participants by providing more trading 
opportunities and tighter spreads.
Inter-Market Competition
    The Exchange 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. There are currently 16 
registered options exchanges competing for order flow. Based on 
publicly-available information, and excluding index-based options, no 
single exchange has more than approximately 13-14% of the market share 
of executed volume of multiply-listed equity and ETF options trades as 
of June 9, 2021, for the month of June 2021.\26\ Therefore, no exchange 
possesses significant pricing power in the execution of multiply-listed 
equity and ETF options order flow. More

[[Page 33399]]

specifically, as of June 9, 2021, the Exchange has a total market share 
of 6.73% of all equity options volume, for the month of June 2021.\27\ 
In such an environment, the Exchange must continually adjust its 
transaction and non-transaction fees to remain competitive with other 
exchanges and to attract order flow. The Exchange believes that the 
proposed rule change reflects this competitive environment because it 
will modify the Exchange's rebates in a manner that encourages market 
participants to continue to provide and send order flow to the 
Exchange. To the extent this is achieved, all the Exchange's market 
participants should benefit from the improved market quality.
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    \26\ See supra note 20.
    \27\ See id.
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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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\28\ and Rule 19b-4(f)(2) \29\ thereunder. 
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.
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    \28\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \29\ 17 CFR 240.19b-4(f)(2).
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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-2021-26 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-2021-26. 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-MIAX-2021-26 and should be submitted on 
or before July 15, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13288 Filed 6-23-21; 8:45 am]
BILLING CODE 8011-01-P