[Federal Register Volume 86, Number 136 (Tuesday, July 20, 2021)]
[Notices]
[Pages 38366-38370]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-15344]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92409; File No. SR-BX-2021-030]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Equity 4,
Rule 4703
July 14, 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 July 7, 2021, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed with
the Securities and Exchange Commission (``Commission'') the 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 proposes to amend Equity 4, Rule 4703,\3\ in light of
planned changes to the System, as described further below. The text of
the proposed rule change is available on the Exchange's website at
https://listingcenter.nasdaq.com/rulebook/bx/rules, at the principal
office of the Exchange, and at the Commission's Public Reference Room.
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\3\ References herein to BX Rules in the 4000 Series shall mean
Rules in BX Equity 4.
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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
Presently, the Exchange is making functional enhancements and
improvements to specific Order Attributes \4\ that are currently only
available via the RASH Order entry protocol.\5\ Specifically, the
Exchange will be upgrading the logic and implementation of these Order
Types and Order Attributes so that the features are more streamlined
across the Exchange Systems and order entry
[[Page 38367]]
protocols, and will enable the Exchange to process these Orders more
quickly and efficiently. Additionally, this System upgrade will pave
the way for the Exchange to enhance the OUCH Order entry protocol \6\
so that Participants may enter such Order Types and Order Attributes
via OUCH, in addition to the RASH Order entry protocols.\7\ The
Exchange plans to implement its enhancement of the OUCH protocol
sequentially, by Order Type and Order Attribute.\8\
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\4\ An ``Order Attribute'' is a set of variable instructions
that may be associated with an Order to further define how it will
behave with respect to pricing, execution, and/or posting to the
Exchange Book when submitted to the System. See Equity 1, Section
1(a)(11).
\5\ The RASH (Routing and Special Handling) Order entry protocol
is a proprietary protocol that allows members to enter Orders,
cancel existing Orders and receive executions. RASH allows
participants to use advanced functionality, including discretion,
random reserve, pegging and routing. See http://nasdaqtrader.com/content/technicalsupport/specifications/TradingProducts/rash_sb.pdf.
\6\ The OUCH Order entry protocol is a proprietary protocol that
allows subscribers to quickly enter orders into the System and
receive executions. OUCH accepts limit Orders from members, and if
there are matching Orders, they will execute. Non-matching Orders
are added to the Limit Order Book, a database of available limit
Orders, where they are matched in price-time priority. OUCH only
provides a method for members to send Orders and receive status
updates on those Orders. See https://www.nasdaqtrader.com/Trader.aspx?id=OUCH.
\7\ The Exchange designed the OUCH protocol to enable members to
enter Orders quickly into the System. As such, the Exchange
developed OUCH with simplicity in mind, and it therefore lacks more
complex order handling capabilities. By contrast, the Exchange
specifically designed RASH to support advanced functionality,
including discretion, random reserve, pegging and routing. Once the
System upgrades occur, then the Exchange intends to propose further
changes to its Rules to permit participants to utilize OUCH, in
addition to RASH, to enter order types that require advanced
functionality.
\8\ The Exchange notes that its sister exchange, The Nasdaq
Stock Market, LLC (``Nasdaq''), has already filed similar proposed
rule changes with the Commission. See Securities Exchange Act
Release No. 34-92180 (June 15, 2021), 86 FR 33420 (June 24, 2021)
(SR-NASDAQ-2021-044).
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To support and prepare for these upgrades and enhancements, the
Exchange recently submitted two rule filings to the Commission that
amended its rules pertaining to, among other things, Market Maker Peg
Orders and Orders with Reserve Size.\9\ The Exchange now proposes to
further amend its Rules governing Order Attributes, at Rule 4703. In
particular, the Exchange proposes to adjust the current functionality
of the Pegging \10\ and Trade Now Attributes,\11\ as described below,
so that they align with how the System, once upgraded, will handle
these Order Attributes going forward.
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\9\ See Securities Exchange Act Release No. 34-91334 (March 16,
2021), 86 FR 15277 (March 22, 2021) (SR-BX-2021-005); Securities
Exchange Act Release No. 34-90607 (December 8, 2020), 85 FR 80842
(December 14, 2020) (SR-BX-2020-034).
\10\ See Rule 4703(d).
\11\ See Rule 4703(l).
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Changes to Pegging Order Attribute
First, the Exchange proposes to amend Rule 4703(d), which governs
the Pegging Order Attribute. The Exchange offers three types of
Pegging: Primary Pegging, Market Pegging, and Midpoint Pegging.\12\ The
Rule presently provides that if, at the time of entry, there is no
price to which a Pegged Order can be pegged, the Order will be
rejected, provided, however, that a Displayed Order that has Market
Pegging, or an Order with a Non-Display Attribute that has Primary
Pegging or Market Pegging, will be accepted at its limit price. The
Exchange proposes to replace this text by stating that if, at the time
of entry, there is no price to which a Pegged Order, that has not been
assigned a Routing Order Attribute, can be pegged or pegging would lead
to a price at which the Order cannot be posted, then the Order will not
be immediately available on the Exchange Book and will be entered once
there is a permissible price.\13\ The Exchange proposes this change so
as to enhance the manner in which the Exchange presently handles Pegged
Orders in this scenario. Rather than reject such Orders outright, and
require customers to continuously reenter the Orders thereafter until a
pegging price emerges, which may cost them queue priority, the Exchange
believes that it would be more efficient and customer-friendly to
simply hold a Pegged Order until a permissible pegging price
emerges.\14\
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\12\ See Rule 4703(d) (defining ``Primary Pegging'' as pegging
with reference to the inside quotation on the same side of the
market, ``Market Pegging'' as pegging with reference to the inside
quotation on the opposite side of the market, and ``Midpoint
Pegging'' as pegging with reference to the midpoint between the
inside bid and the inside offer).
\13\ This change is applicable to Primary, Market and Midpoint
Pegging Orders entered via RASH/FIX; OUCH/FLITE Midpoint Pegging
behavior is not affected by this change. The Exchange also proposes
to amend existing language in this provision which states that ``if
the Inside Bid and Inside Offer are crossed or if there is no Inside
Bid and/or Inside Offer, the Order will be cancelled or rejected.''
The proposed amendment would specify that this language applies only
to Orders with Midpoint Pegging entered through OUCH or FLITE and
also replace the phrase ``will be cancelled or rejected'' with
``will not be accepted'' (to render the text consistent with the
analogous Nasdaq rule). The proposed changes to pegged orders
entered through RASH or FIX will allow the Exchange to handle the
Order more consistent with the customer intended instruction, and
are necessary to facilitate forthcoming System enhancements.
\14\ Meanwhile, the Exchange proposes to amend the Rule to state
that if a Pegged Order is assigned a Routing Order Attribute, and a
permissible pegging price is not available upon entry, then the
Order will continue to be rejected. The Exchange proposes to retain
existing practice for Pegged Orders with Routing Order Attributes
because the Exchange is not yet prepared to make similar changes to
such Orders, although it contemplates doing so in the near future.
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A similar rationale applies to the Exchange's proposal to cease
accepting certain Market or Primary Pegged Orders at their limit prices
if no pegging price is available. Because participants presumably
prefer for their orders to post at the pegging price, the Exchange
believes that participants would prefer for the Exchange to hold such
orders until a permissible pegging price emerges, rather than post the
orders at their limit prices.\15\ \16\
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\15\ When a Pegged Order lacks a pegging price or a permissible
pegging price, the System will not wait indefinitely for a pegging
price or a permissible pegging price to become available. Instead,
the System will cancel the Order if no permissible pegging price
becomes available within one second after Order entry or after the
Order was removed due to the lack of a permissible pegging price and
no longer available on the Book. The Exchange may, in the exercise
of its discretion, modify the length of this maximum time period by
posting advance notice of the applicable new time period on its
website.
\16\ In this paragraph of Rule 4703(d), the Exchange again
proposes to state that it will continue to reject a Pegged Order
entered through RASH or FIX when a permissible pegging price is
unavailable, if the Pegged Order is assigned a Routing Order
Attribute. The Exchange will continue to accept certain Market and
Primary Pegged Orders at their limit price where they have Routing
Order Attributes. The Exchange proposes to retain existing practice
for Pegged Orders with Routing Order Attributes because the Exchange
is not yet prepared to make similar changes to such Orders, although
it contemplates doing so in the near future.
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The Exchange proposes similar changes to the paragraph of Rule
4703(d) that applies to Pegged Orders entered through RASH or FIX that
posted to the Exchange Book. The text presently provides that if the
price to which an Order is pegged is not available, the Order will be
rejected. The Exchange proposes instead to state that if the price to
which an Order is pegged becomes unavailable or pegging would lead to a
price at which the Order cannot be posted,\17\ then the Exchange will
remove the Order from the Exchange Book and re-enter it once there is a
permissible price. Again, the Exchange proposes this change to enhance
and make the System more efficient by providing for the Exchange to re-
post the Pegged Orders rather than rejecting them when there is no
permissible pegging price and requiring participants to re-enter them
once a valid price becomes available.\18\ The
[[Page 38368]]
Exchange notes that the proposed change will not apply to Pegged Orders
with Routing Attributes assigned to them; the existing Rule
functionality will continue to apply to those Orders.
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\17\ An example of a scenario where pegging would lead to a
price at which an Order cannot be posted is as follows. Assume that
the NBBO is $0.0002 x $0.0003. A Primary Pegged Order to buy is
entered with a passive offset amount of $0.0003. This would result
in the Order being made unavailable by the Exchange as -$0.0001 is
not a permissible price. Currently, the Exchange accepts such Orders
at its limit price, and will post the Orders to the Exchange Book in
accordance with the parameters that apply to the underlying Order
Type.
\18\ The Exchange proposes to apply a similar time limitation to
the holding period prescribed above. Similarly, the Exchange
proposes to add that for an Order with Midpoint Pegging, if the
Inside Bid and Inside Offer become crossed, or there is no Inside
Bid or Inside Offer, the System will cancel the Order if no
permissible price becomes available within one second after the
Order was removed and no longer available on the Exchange Book (the
Exchange may, in the exercise of its discretion modify the length of
this one second time period by posting advance notice of the
applicable time period on its website). For an Order with Midpoint
Pegging with a Routing Attribute, the new one second time period
will be applicable. The Exchange notes that it had inadvertently
omitted from the existing Rule portions of this new proposed
language that addresses the handling of Midpoint Pegged Orders if
the Inside Bid or Inside Offer become crossed or if there is no
Inside Bid or Inside Offer, even though this provision was intended
to mirror a corresponding rule 4703(d) in the Nasdaq Rulebook. The
proposal corrects this omission.
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Rule 4703(d) also subjects Pegging Orders to collars, meaning that
any portion of a Pegging Order that would \19\ execute, either on the
Exchange or when routed to another market center, at a price of more
than $0.25 or 5 percent worse than the NBBO at the time when the order
reaches the System, whichever is greater, will be cancelled. Although
the Rule states that it applies this collar to Orders with Primary and
Market Pegging, the Exchange has always intended for the collar to also
apply to Orders with Midpoint Pegging, and in practice, it does so. The
failure of the Rule to reflect the application of the collar to
Midpoint Pegged Orders was an unintended omission. The Exchange now
proposes to revise Rule 4703(d) to correct this omission.
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\19\ Additionally, the Exchange proposes to replace the word
``would'' with ``could'' in this provision, so as to clarify that
collars apply in circumstances in which Pegged Orders might execute,
but do not necessarily do so. An example of a circumstance in which
such Orders do not execute is as follows. Assume that the NBBO is
$10.00 x $10.01. A Market Pegged Order to buy posts at $10.01. The
NBBO then updates to $10.00 x $11.00. Because re-pricing and posting
the Market Pegged Order would result in the Order being available on
the Book and executable at $11.00 (outside of the collars), the
Order will be canceled.
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Changes to the Trade Now Order Attribute
Additionally, the Exchange proposes to amend its rules governing
the Trade Now Attribute, at Rule 4703(l). Pursuant to Rule 4703(l),
Trade Now is an Order Attribute that allows a resting Order that
becomes locked by an incoming Displayed Order to execute against the
available size of a contra-side locking Order as a liquidity taker.
The Exchange proposes to amend Trade Now by streamlining and
simplifying the instructions that participants must enter to address
the handling of their orders in various locking or crossing
scenarios.\20\ Specifically, rather than require a participant to
manually send a Trade Now instruction whenever an Order entered through
OUCH or FLITE becomes locked, the proposed amended Rule will allow for
a participant to enable Trade Now functionality on a port-level basis
for all Order entry protocols and for all Order Types that support
Trade Now, as well as on an order-by-order basis, for the Non-Displayed
Order Type, when entered through OUCH or FLITE.\21\ For Orders entered
through RASH or FIX, Trade Now will be available on an order-by-order
basis for all Order Types that support Trade Now. The proposal will not
extend Trade Now functionality to new Order Types.\22\
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\20\ The Exchange notes that the Rule presently does not refer
to crossing scenarios. The Exchange proposes to add such references
for completeness and consistency with the corresponding rules of
Nasdaq and Nasdaq PHLX. An example of a crossing scenario is as
follows. A non-displayed Order to buy rests on the Book at $0.9995.
Thereafter, a Post Only Order to sell is entered at $0.9994, which
would post on the Book and display at $0.0014 [sic], thereby
crossing the non-displayed Order as the price improvement
requirements were not met.
\21\ This proposed change in functionality for OUCH and FLITE is
enabled by the migration of Trade Now to the Exchange's matching
System.
\22\ The Exchange proposes to add language to Rule 4703(l) to
state that Trade Now allows a resting Order that becomes locked ``or
crossed, as applicable at its non-displayed price'' by the ``posted
price'' of an incoming Displayed Order to execute against a locking
or crossing Order(s) automatically. The Exchange proposes to add the
phrase ``or crossed, as applicable, at its non-displaced [sic]
price'' for completeness. It also proposes to add the phrase
``posted price'' for purposes of clarity. It merely communicates
that the incoming Displayed Order first posts to the Exchange Book,
thereby locking or crossing the resting Order at its non-displayed
price.
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The Exchange intends to implement the foregoing changes during the
Third Quarter of 2021. The Exchange will issue an Equity Trader Alert
at least 7 days in advance of implementing the changes.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\23\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\24\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest.
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\23\ 15 U.S.C. 78f(b).
\24\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that its proposed amendments to the Pegging
Order Attribute, at Rule 4703(d), are consistent with the Act. The
proposals to eliminate the functionality that provides for the System
to reject certain Pegged Orders that lack a permissible pegging price,
or to post the Orders at their limit price, are consistent with the Act
because they eliminate unwarranted inefficiencies that arise when
participants must repeatedly re-enter rejected Pegged Orders until a
permissible price becomes available.\25\ \26\ It is also consistent
with the Act to maintain the existing practice in the Rule of rejecting
a Pegged Order without a permissible pegging price where the Order has
been assigned a Routing Attribute. The Exchange is not yet prepared to
hold such Orders in the same way that it proposes to do so for Pegged
Orders without Routing Attributes, although it contemplates doing so in
the near future.
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\25\ The Exchange notes that as part of this proposed change, if
there is no Pegging Price upon entry for a Displayed Order that has
Market Pegging, or an Order with a Non-Display Attribute that has
Primary Pegging or Market Pegging, then it will no longer accept
such Orders at their limit price. The Exchange believes that this
proposed change is consistent with the Act because it better aligns
with customer intentions for Pegged Orders to post at a Pegging
Price. That is, the Exchange believes that participants prefer for
Pegged Orders to be entered at a Pegging Price, rather than its
entered limit price, even if that means that the Order must wait for
a Pegging Price to become available. As discussed above, the
Exchange does not propose this change for Pegged Orders with Routing
Attributes.
\26\ It is also consistent with the Act to limit the time period
for which the Exchange will hold, without canceling, Pegged Orders
for which there is no pegging price or permissible pegging price
because the Exchange does not believe that customers would want the
Exchange to hold their orders indefinitely. Moreover, holding such
orders indefinitely would encumber the Exchange's System. The
Exchange believes that a one second holding period for such orders
is long enough to provide the above-stated efficiencies for
participants, but not too long as to encumber them. However, the
Exchange believes that it is reasonable to reserve discretion to
alter the holding period, from time to time, should it determine
that doing so better meets the needs of customers or its System
resources.
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Moreover, the proposal to amend Rule 4703(d) to state expressly
that Midpoint Pegging Orders are subject to price collars, like Orders
with Primary and Market Pegging, will correct an unintended omission
and ensure that the Rule is consistent with existing Exchange practice
and with customer expectations. The application of these collars will
prevent Pegged Orders from having prices that deviate too far away from
where the security was trading when the Order was first entered.\27\
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\27\ Additionally, the Exchange believes that it is consistent
with the Act to replace the word ``would'' with ``could'' in this
provision, because doing so would clarify that collars apply in
circumstances in which Pegged Orders might execute, but do not
necessarily do so. See supra, n.19.
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The Exchange's proposals to amend its rules governing the Trade Now
Attribute, at Rule 4703(l), is consistent with the Act. The proposal
will
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streamline and simplify the instructions that participants must enter
to address the handling of their orders in various locking or crossing
scenarios. Rather than require a participant to manually send a Trade
Now instruction whenever an Order entered through OUCH or FLITE becomes
locked, the proposed amended Rule will allow for a participant to
enable Trade Now functionality on a port-level basis for all Order
entry protocols and for all Order Types that support Trade Now, as well
as on an order-by-order basis, for the Non-Displayed Order Type, when
entered through OUCH and FLITE.\28\ Furthermore, it is consistent with
the Act to add language to Rule 4703(l) to state that Trade Now allows
a resting Order that becomes locked ``or crossed, as applicable, at its
non-displayed price'' by the ``posted price'' of an incoming Displayed
Order to execute against a locking or crossing Order(s) automatically.
The Exchange proposes to add the phrase ``or crossed, as applicable, at
its non-displayed price'' for completeness. The Exchange also proposes
to add the phrase ``posted price'' for purposes of clarity. It merely
communicates that the incoming Displayed Order first posts to the
Nasdaq Book, thereby locking or crossing the resting Order at its non-
displayed price.
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\28\ As noted above, for Orders entered through RASH or FIX,
Trade Now will be available on an order-by-order basis for all Order
Types that support Trade Now.
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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. As a general principle, the
proposed changes are reflective of the significant competition among
exchanges and non-exchange venues for order flow. In this regard,
proposed changes that facilitate enhancements to the Exchange's System
and order entry protocols as well as those that amend and clarify the
Exchange's Rules regarding its Order Attributes, are pro-competitive
because they bolster the efficiency, integrity, and overall
attractiveness of the Exchange in an absolute sense and relative to its
peers.
Moreover, none of the proposed changes will unduly burden intra-
market competition among various Exchange participants. Participants
will experience no competitive impact from its proposals to hold (up to
one second), rather than reject (or accept at their limit price),
Pegging Orders (other than those with Routing Attributes) in
circumstances in which no permissible pegging price is available, as
these proposals will merely eliminate unwarranted inefficiencies that
ensue from the System requiring participants to repeatedly re-enter
Pegged Orders until a price becomes available, or the System posting
Pegged Orders at their limit prices, if there is no pegging price.
Moreover, the proposal to amend Rule 4703(d) to state expressly that
Midpoint Pegging Orders are subject to price collars, like Orders with
Primary and Market Pegging, will have no competitive impact as the
proposal is consistent with existing Exchange practice and with
customer expectations.
The Exchange's proposals to amend its rules governing Trade Now
will have no competitive impact on participants other than by rendering
these Order Attributes more efficient and easier for participants to
utilize.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the 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 \29\ and Rule 19b-4(f)(6) thereunder.\30\
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\29\ 15 U.S.C. 78s(b)(3)(A).
\30\ 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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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-BX-2021-030 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-BX-2021-030. 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-BX-2021-030, and should be submitted on
or before August 10, 2021.
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\31\ 17 CFR 200.30-3(a)(12).
[[Page 38370]]
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15344 Filed 7-19-21; 8:45 am]
BILLING CODE 8011-01-P