[Federal Register Volume 86, Number 210 (Wednesday, November 3, 2021)]
[Notices]
[Pages 60683-60694]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-23927]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93452; File No. SR-MEMX-2021-15]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing of a 
Proposed Rule Change To Amend the Corporate Documents of the Exchange's 
Parent Company

October 28, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 22, 2021, MEMX LLC (``MEMX'' or the ``Exchange'') filed 
with the Securities and Exchange Commission (the ``Commission'') the 
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 with the Commission a proposed rule change 
to amend and restate the Fifth Amended and Restated Limited Liability 
Company Agreement (the ``Fifth Amended Holdco LLC Agreement'') of MEMX 
Holdings LLC (``Holdco'') as the Sixth Amended and Restated Limited 
Liability Company Agreement of Holdco (the ``Sixth Amended Holdco LLC 
Agreement'') to reflect certain amendments, as further described 
below.\3\ Holdco is the parent company of the Exchange and directly or 
indirectly owns all of the limited liability company membership 
interests in the Exchange. The text of the proposed rule change is 
provided in Exhibit 5.
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    \3\ References herein to the ``Holdco LLC Agreement'' refer to 
the Fifth Amended Holdco LLC Agreement or the Sixth Amended Holdco 
LLC Agreement, as appropriate in the context.
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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
    The Exchange proposes to amend and restate the Holdco LLC Agreement 
to reflect: (i) Amendments related to the creation of the Class C Units 
\4\ and the Common Units \5\ in connection with the sale by Holdco of 
Class C Units to certain Members \6\ in a capital raise transaction 
(the ``Transaction''); (ii) amendments related to the voting rights of 
the Members associated with the ownership of certain Units consistent 
with certain BHCA \7\ considerations; (iii) amendments to provisions 
related to the election by a Member to specify the maximum voting 
percentage that such Member may have with respect to any determination 
under the Holdco LLC Agreement consistent with certain BHCA 
considerations; (iv) amendments to various other provisions related to 
BHCA considerations; (v) amendments related to certain governance 
changes with respect to the Holdco Board in connection with the 
Transaction; and (vi) various clarifying, updating, conforming, and 
other non-substantive amendments. Each of these amendments is discussed 
below.\8\
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    \4\ As proposed, the term ``Class C Units'' means the Class C-1 
Units and the Class C-2 Units; the term ``Class C-1 Units'' means 
the Units having the privileges, preference, duties, liabilities, 
obligations and rights specified with respect to ``Class C-1 Units'' 
in the Holdco LLC Agreement; and the term ``Class C-2 Units'' means 
the Units having the privileges, preference, duties, liabilities, 
obligations and rights specified with respect to ``Class C-2 Units'' 
in the Holdco LLC Agreement. The term ``Units'' means a unit 
representing a fractional part of the membership interests of the 
members of Holdco. Currently, there are two classes of Units--the 
Class A Units (which are divided into the Class A-1 Units and the 
Class A-2 Units) and the Class B Units.
    \5\ As proposed, the term ``Common Units'' means the Units 
having the privileges, preference, duties, liabilities, obligations 
and rights specified with respect to ``Common Units'' in the Holdco 
LLC Agreement. As proposed, the Common Units are divided into the 
Voting Common Units and the Nonvoting Common Units.
    \6\ The term ``Member'' refers to a person (i.e., an individual 
or entity) that owns one or more Units and is admitted as a limited 
liability company member of Holdco.
    \7\ The term ``BHCA'' means the United States Bank Holding 
Company Act of 1956, as amended and in effect from time to time, and 
the rules and regulations promulgated thereunder.
    \8\ All section references herein are to sections of the Holdco 
LLC Agreement unless indicated otherwise.
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Background
    There are two primary purposes of the Exchange's proposal to amend 
and restate the Holdco LLC Agreement as described herein--

    (1) to create two new classes of membership interests in Holdco 
(i.e., the Class C Units and the Common Units), each of which is 
divided into a ``voting'' series and a ``non-voting'' series, and 
effectuate the sale by Holdco of Class C Units to certain Members 
pursuant to the Transaction; \9\ and
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    \9\ The Exchange notes that no Common Units will be sold in 
connection with the Transaction; however, as proposed, Class C Units 
are convertible into Common Units, as further described below.
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    (2) to divide each of the two existing series \10\ of Class A 
Units (i.e., the Class A-

[[Page 60684]]

1 Units and the Class A-2 Units) into a ``voting'' series and a 
``non-voting'' series in a manner consistent with the proposed 
voting structure of the Class C Units and the Common Units.
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    \10\ The Exchange notes that Section 3.2, which provides for the 
authorization and issuance of the Class A Units, currently refers to 
the Class A-1 Units and the Class A-2 Units as separate ``classes'' 
of Units; however, the Exchange is proposing to amend Section 3.2 to 
reflect that the Class A-1 Units and the Class A-2 Units are 
separate ``series'' of Units. The Holdco Board believes that the 
Class A-1 Units and the Class A-2 Units are more appropriately 
designated as separate ``series'' instead of ``classes'' of Units, 
as such Units have identical privileges, preference, duties, 
liabilities, obligations, and rights under the Holdco LLC Agreement 
and the only difference between such Units is the original purchase 
price paid by the applicable Members. In connection with this 
proposed amendment, the Exchange also proposes to replace certain 
references to the term ``Class'' with references to the term 
``series'' (and to add other references to the term ``series'') 
throughout the Holdco LLC Agreement, as appropriate, and to delete 
``Class'' as a defined term in Section 1.1, as such term would no 
longer be used as a stand-alone term.

    The proceeds resulting from the sale of Class C Units pursuant to 
the Transaction will be paid to Holdco by the Members participating in 
the Transaction as purchasers of Class C Units (the ``Participating 
Members''), and such proceeds will be used by Holdco for general 
corporate expenses, including to support the operations and regulation 
of the Exchange, which is a subsidiary of Holdco. All Participating 
Members are currently investors in, and Members of, Holdco. Although 
each Member's proportionate ownership of Holdco will change as a result 
of the Transaction, no Member will own, directly or indirectly, Units 
constituting more than twenty percent (20%) of any class of Units or 
will otherwise exceed any ownership or voting limitation applicable to 
the Members set forth in the Holdco LLC Agreement after giving effect 
to the Transaction.\11\
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    \11\ See Section 3.5, which sets forth certain limitations with 
respect to the ownership and voting of Units.
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    Currently, the Holdco LLC Agreement provides for a governance 
structure of Holdco in which the Members (i.e., persons that own one or 
more Units) do not have any voting or management rights, except in 
certain very limited circumstances,\12\ and the authority to manage and 
control the business and affairs of Holdco, including the right to 
amend or modify the Holdco LLC Agreement, is otherwise vested in the 
Holdco Board.\13\ Due to certain requirements and restrictions under 
the BHCA applicable to certain Members, the Exchange is now proposing 
to modify this governance structure to provide for certain voting 
rights of the Members associated with the ownership of the Class A 
Units, the Class C Units, and the Common Units by dividing such classes 
of Units into ``voting'' and ``non-voting'' series and prescribing 
certain matters on which such series are entitled to vote. The Exchange 
notes that the sole purpose of the proposed changes to Holdco's 
governance structure with respect to the Members' voting rights 
associated with the ownership of such Units in this regard is to 
facilitate certain Members' continued compliance with requirements and 
restrictions under the BHCA regarding investments in nonbanking 
companies, in light of recent amendments to the BHCA regulations issued 
by the Board of Governors of the Federal Reserve System regarding the 
framework for determining ``control'' under the BHCA, which became 
effective on September 30, 2020, as well as interpretations of such 
amendments by certain Members that are subject to the BHCA.
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    \12\ Section 4.6 currently provides that, except as required by 
applicable law or the provisions of Section 15.9, Members do not 
have any voting or management rights. Section 15.9 provides that a 
Member's consent is required in connection with amendments or 
modifications to the Holdco LLC Agreement that modify the rights or 
obligations of such Member in a manner that is disproportionately 
adverse to such Member (or a type, class or series of Units held by 
such Member) or that materially increase an existing obligation or 
impose a new material obligation on such Member. As further 
described below, the Exchange is proposing to amend Sections 4.6 and 
4.7 to reflect the prescription of certain additional voting rights 
associated with the Class A Units.
    \13\ See Sections 4.6, 8.2, and 15.9.
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    Additionally, in connection with the Transaction, three Members 
that do not currently have the right to nominate a director 
(``Director'') to the Holdco Board--Citicorp North America, Inc. 
(``Citi''), UBS Americas Inc. (``UBS''), and Wells Fargo Central 
Pacific Holdings, Inc. (``Wells Fargo'')--will receive the right to 
nominate a Director, thereby increasing the size of the Holdco Board 
from eleven to fourteen Directors. Other than such change to the 
composition of the Holdco Board, a proposed change to the definition of 
Supermajority Board Vote,\14\ and the proposed changes related to the 
Members' voting rights associated with the ownership of the Class A 
Units, the Class C Units, and the Common Units, each as further 
described below, the governance of Holdco would continue under its 
existing structure. None of the amendments to the Holdco LLC Agreement 
proposed herein would impact the governance of the Exchange.
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    \14\ See Section 1.1 for the definition of Supermajority Board 
Vote.
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    The Transaction and all amendments to the Holdco LLC Agreement 
proposed herein were previously approved by the Holdco Board on October 
22, 2021, in accordance with the Holdco LLC Agreement. The Exchange 
expects the Transaction to close on or shortly after the date on which 
the amendments to the Holdco LLC Agreement proposed herein become 
effective. The amendments to the Holdco LLC Agreement proposed herein 
will become effective on the date that such amendments are approved by 
the Commission (the ``Effective Date'').
Amendments Related to the Creation of the Class C Units and the Common 
Units
    In connection with the Transaction, the Exchange is proposing to 
amend the Holdco LLC Agreement to create two new classes of Units--the 
Class C Units and the Common Units--in order to effectuate the sale of 
Class C Units by Holdco to the Participating Members. As proposed, the 
Class C Units and the Common Units are each divided into a ``voting'' 
series (i.e., the Class C-1 Units and the Voting Common Units, 
respectively) with certain voting rights as prescribed in amended 
Section 4.7 and a ``non-voting'' series (i.e., the Class C-2 Units and 
the Nonvoting Common Units, respectively) with more limited voting 
rights as prescribed in amended Section 4.7, as further described 
below. The sole purpose of creating separate series of Class C Units 
and Common Units with different voting rights (i.e., a ``voting'' 
series and a ``non-voting'' series) is to facilitate certain Members' 
compliance with the BHCA, as described above.
    Currently, Section 3.2 contains provisions related to the 
authorization and issuance of the Class A Units (including the Class A-
1 Units and the Class A-2 Units) and that specify the voting rights 
associated with such Units.\15\ The Exchange proposes to amend Section 
3.2 to reflect the creation of the Class C Units and the Common Units 
and to add new paragraphs (e) and (f) that contain provisions related 
to the authorization and issuance of the Class C Units (including the 
Class C-1 Units and the Class C-2 Units) and the Common Units 
(including the Voting Common Units and the Nonvoting Common Units) and 
that specify the voting rights associated with such Units.\16\ In 
connection with the creation of the Class C Units and the Common Units, 
the Exchange also proposes to add definitions of the following terms in 
Section 1.1 (the ``Definitions'' section of the Holdco LLC Agreement): 
Class C

[[Page 60685]]

Member; \17\ Class C-1 Units; \18\ Class C-2 Units; \19\ Class C Unit 
Original Purchase Price; \20\ Class C Units; \21\ Common Member; \22\ 
Common Units; \23\ Converted Common Units; \24\ Converted Common 
Member; \25\ Nonvoting Common Units; \26\ and Voting Common Units.\27\ 
The Exchange also proposes to amend the definitions of ``Units'' and 
``Pro Rata Portion'' in Section 1.1 to reflect the creation of, and 
include references to, the Class C Units and the Common Units.
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    \15\ The Exchange notes that it is proposing to amend Section 
3.2 to reflect changes to the voting rights associated with the 
Class A Units, as further described below.
    \16\ The voting rights associated with the Class C Units and the 
Common Units are specified in proposed new paragraphs (e) and (f) of 
Section 3.2 by reference to the applicable paragraphs of amended 
Section 4.7, which prescribe the actions on which such Units are 
entitled to vote, as further described below.
    \17\ As proposed, the term ``Class C Member'' means a Member 
holding Class C-1 Units or Class C-2 Units, as applicable, in its 
capacity as such, together with its Affiliates that hold Class C-1 
Units or Class C-2 Units, as applicable (for the sake of clarity, 
such Member and such Affiliates shall be considered to be one (1) 
Class C Member).
    \18\ See supra note 4 for the proposed definition of the term 
``Class C-1 Units''.
    \19\ See supra note 4 for the proposed definition of the term 
``Class C-2 Units''.
    \20\ As proposed, the term ``Class C Unit Original Purchase 
Price'' means the purchase price per Class C Unit set forth in the 
Members Schedule as of the Effective Date.
    \21\ See supra note 4 for the proposed definition of the term 
``Class C Units''.
    \22\ As proposed, the term ``Common Member'' means a Member 
holding Common Units in its capacity as such, together with its 
Affiliates that hold Common Units (for the sake of clarity, such 
Member and such Affiliates shall be considered to be one (1) Common 
Member).
    \23\ See supra note 5 for the proposed definition of the term 
``Common Units''.
    \24\ As proposed, the term ``Converted Common Units'' means the 
Common Units which were issued in connection with the conversion of 
Class C Units pursuant to proposed new Section 3.11, as further 
described below.
    \25\ As proposed, the term ``Converted Common Member'' means a 
Member holding Converted Common Units in its capacity as such, 
together with its Affiliates that hold Converted Common Units (for 
the sake of clarity, such Member and such Affiliates shall be 
considered to be one (1) Converted Common Member).
    \26\ As proposed, the term ``Nonvoting Common Units'' refers to 
the Nonvoting Common Units described in proposed new Section 
3.2(f)(iii).
    \27\ As proposed, the term ``Voting Common Units'' refers to the 
Voting Common Units described in proposed new Section 3.2(f)(ii).
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    The Exchange notes that no Common Units will be sold in connection 
with the Transaction and, as stated in proposed new Section 3.2(f), no 
Common Units will be issued and outstanding as of the Effective Date. 
However, as proposed, Class C Units are convertible into Common Units, 
and proposed Section 3.2(f) provides in this regard that Common Units 
will only be issuable in connection with an investment in Holdco or 
upon conversion of Class C Units as set forth in proposed new Section 
3.11. In this connection, the Exchange proposes to add a new Section 
3.11 entitled ``Class C Unit Conversion'' that provides for the 
conversion rights of Class C Units, and to re-number existing Section 
3.11 to Section 3.12 and update relevant section references throughout 
the Holdco LLC Agreement accordingly. Proposed Section 3.11(a) provides 
for the optional conversion of Class C Units as set forth in proposed 
new Exhibit G to the Holdco LLC Agreement,\28\ and proposed Section 
3.11(b) provides for the mandatory conversion of Class C Units upon the 
consummation of a Qualified Public Offering.\29\ Proposed Section 
3.11(c) provides that in the event of any conversion to Common Units of 
any Class C Units, Class C-1 Units shall be converted into Voting 
Common Units, and Class C-2 Units shall be converted into Nonvoting 
Common Units. This conversion structure is designed to keep the same 
voting construct in place with respect to the Common Units that are 
issued upon the conversion of any Class C Units in a manner consistent 
with the BHCA considerations described above.
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    \28\ The Exchange proposes to add new Exhibit G to the Holdco 
LLC Agreement, which contains provisions related to the conversion 
rights of the Class C Units. Specifically, proposed new Exhibit G 
includes provisions related to the mechanics of, and processes 
associated with, the optional conversion of Class C Units into 
Common Units; the ratio of Common Units issuable upon the optional 
conversion of Class C Units; and the adjustment to the Class C Unit 
Conversion Price and other actions in connection with certain 
diluting issuances of Common Units, Distributions payable on the 
Common Units, stock splits and combinations, and reorganizations of 
Holdco. The Exchange also proposes to add a definition of the term 
``Exempted Securities'' in Section 1.1 to reference the definition 
of such term as set forth in Exhibit G, which refers to the types of 
Units that are deemed not to be diluting issues for purposes of 
adjustments to the Class C Unit Conversion Price, and to amend the 
definition of the term ``New Securities'' in Section 9.1(b) to 
exclude from such term the conversion of Class C Units pursuant to 
proposed new Sections 3.10(d), 3.10(e), or 3.11 and certain Common 
Units that are deemed Exempted Securities. The Exchange also 
proposes to add any matter subject to determination by Supermajority 
Board Vote pursuant to Section 1.4 of Exhibit G as a Supermajority 
Board Matter in Exhibit C. See Section 1.1 for the definition of 
Supermajority Board Matter.
    \29\ See Section 1.1 for the definition of Qualified Public 
Offering.
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    The primary distinction between the Class C Units and the Common 
Units, as well as the primary purpose of providing for the 
convertibility of Class C Units into Common Units, is the respective 
priority of Distributions \30\ made to the Members with respect to such 
Units, which is the main economic consequence of a Member's ownership 
of such Units. The respective priority of Distributions made to the 
Members with respect to the different classes of Units is currently set 
forth in Section 7.3 for Distributions other than of proceeds in the 
event of a liquidation of Holdco and in Section 13.3 for Distributions 
of proceeds in the event of a liquidation of Holdco. In this 
connection, the Exchange proposes to amend Sections 7.3 and 13.3 to 
reflect the respective priority of Distributions with respect to the 
Class C Units and the Common Units under such sections. As such 
proposed amendments include the addition of new paragraphs, and the re-
numbering of certain existing paragraphs, in Sections 7.3 and 13.3, the 
Exchange also proposes to update relevant section references throughout 
the Holdco LLC Agreement accordingly.
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    \30\ See Section 1.1 for the definition of Distribution.
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    As noted above, there are currently two classes of Units--the Class 
A Units and the Class B Units.\31\ As the Class B Units represent an 
incentive pool and do not have many of the rights and obligations 
associated with the Class A Units, there are currently several terms 
and provisions in the Holdco LLC Agreement that are associated only 
with the Class A Units and the Class A Members, and thus, make specific 
reference to ``Class A Units'' and/or ``Class A Members.'' However, as 
proposed, the Class C Units will generally have the same rights and 
obligations as the Class A Units with two primary distinctions: (i) The 
convertibility of Class C Units into Common Units; and (ii) the 
respective priority of Distributions under Sections 7.3 and 13.3. Other 
than these distinctions, a Member's ownership of Class A Units and/or 
Class C Units would generally confer the same rights and obligations on 
such Member with respect to such Units. Accordingly, the Exchange is 
proposing to make several amendments throughout the Holdco LLC 
Agreement to reflect that the Class C Units have such rights and 
obligations and to otherwise reflect the creation of the Class C Units, 
including to add references to ``Class C Units'' or ``Class C Member'' 
alongside references to ``Class A Units'' or ``Class A Member,'' as 
applicable, where appropriate for this purpose; replace references to 
``Class A Member'' with references to ``Member'' where appropriate for 
this purpose; add proposed new Section 10.1(a)(ii)(C)(II) related to 
the transfer of Class C Units as permitted by the Holdco Board, which 
is consistent with the current provision related to the transfer of 
Class A Units as permitted by the Holdco

[[Page 60686]]

Board in current Section 10.1(a)(i)(C); \32\ and change the defined 
term ``Nominating Class A Member'' to ``Nominating Member'' in Sections 
1.1 and 8.3(a) and replace all references to such term throughout the 
Holdco LLC Agreement accordingly.
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    \31\ The Class B Units are intended to be an incentive pool and 
may only be issued to employees, officers, directors, or other 
service providers of Holdco or any subsidiary of Holdco pursuant to 
the Amended and Restated MEMX Holdings LLC 2018 Profits Interests 
Plan (the ``Incentive Plan''). The Class B Units have no voting 
rights, except as required by applicable law, and do not have many 
of the rights and obligations associated with the Class A Units as 
set forth in the Holdco LLC Agreement. See Section 3.3.
    \32\ In connection with this proposed amendment, the Exchange 
also proposes to add definitions of ``Released Class C Member'' and 
``Released Class C Units'' in Section 1.1 and proposed new Section 
10.1(a)(ii)(C)(II) that are consistent with the definitions of 
``Released Class A Member'' and ``Released Class A Units'' as such 
terms are currently defined in current Section 10.1(a)(i)(C).
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    Additionally, as proposed, the Common Units (or the Converted 
Common Units, as applicable) will have certain of the same rights and 
obligations as the Class A Units and the Class C Units. Accordingly, 
the Exchange is also proposing to make several amendments throughout 
the Holdco LLC Agreement to reflect that the Common Units (or the 
Converted Common Units, as applicable) have such rights and 
obligations, including to add references to ``Common Units'' or 
``Common Member'' (or ``Converted Common Units'' or ``Converted Common 
Member,'' as applicable) alongside references to ``Class A Units'' or 
``Class A Member,'' as applicable, where appropriate for this purpose; 
replace references to ``Class A Member'' with references to ``Member'' 
where appropriate for this purpose; change the defined term ``Tag-along 
Class A Member'' to ``Tag-along Member'' in Sections 1.1 and 10.5 and 
update all references to such term throughout the Holdco LLC Agreement 
accordingly; change the defined term ``Fully Participating Tag-along 
Class A Member'' to ``Fully Participating Tag-along Member'' in 
Sections 1.1 and 10.5 and replace all references to such term 
throughout the Holdco LLC Agreement accordingly; and change the defined 
term ``Qualified Class A Member'' to ``Qualified Member'' in Sections 
1.1 and 12.1 and replace all references to such term throughout the 
Holdco LLC Agreement accordingly.
    The Exchange is also proposing to make amendments to the Holdco LLC 
Agreement's provisions related to meetings of the Members to reflect 
certain rights associated with the Class C Units in this regard, which 
amendments include amending new Section 4.7(h) (current Section 
4.7(a)), which currently sets forth the requirements for Directors and 
Class A Members to call a meeting of the Members, to reflect that a 
meeting of the Members may also be called by the Class C Members 
holding, in the aggregate, at least twenty percent (20%) of the 
aggregate then-outstanding Class C Units and amending new Section 
4.7(m) (current Section 4.7(f)) to reflect that a quorum for the 
transaction of business by the Members is the presence of Members 
holding at least fifty percent (50%) of the then-outstanding Class A 
Units and Class C Units (considered in the aggregate). The Exchange 
notes that, as proposed, the Common Members would not have any such 
rights, and thus, would not be referenced in these amended provisions.
    As the Participating Members will be purchasing Class C Units in 
connection with the Transaction, such Members will become Class C 
Members as of the Effective Date. In this connection, the Exchange is 
proposing to amend the definitions of the applicable Members that are 
defined in Section 1.1 to reflect that such Members will be Class C 
Members as of the Effective Date.\33\
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    \33\ The Participating Members that are defined in Section 1.1 
are Bank of America, Citadel, Fidelity, Goldman Sachs, Jane Street, 
JPMorgan, Morgan Stanley, UBS, Virtu, and Wells Fargo. The Exchange 
notes that it is also proposing to add ``Citi'' as a defined term in 
Section 1.1, which would reflect that Citi is a Class C Member, as 
further described below.
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Amendments Related to the Voting Rights of Members Associated With the 
Ownership of Certain Units
    As noted above, in order to facilitate certain Members' continued 
compliance with certain restrictions under the BHCA in light of recent 
amendments to the relevant BHCA regulations, the Exchange is proposing 
to amend the Holdco LLC Agreement to modify the governance structure of 
Holdco, which currently does not provide for any voting or management 
rights of the Members (except in certain very limited circumstances 
\34\) to provide for certain voting rights of the Members associated 
with the existing Class A Units, as well as the proposed new Class C 
Units and Common Units, as prescribed in amended Section 4.7, which is 
further described below.
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    \34\ See supra note 12.
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    In this connection, consistent with the voting/non-voting construct 
of the proposed new Class C Units and Common Units, the Exchange is 
proposing to amend the Holdco LLC Agreement to divide each existing 
series of the Class A Units (i.e., the Class A-1 Units and the Class A-
2 Units) into a ``voting'' series and a ``non-voting'' series. 
Specifically, as proposed, the existing Class A-1 Units and Class A-2 
Units would be designated as the ``voting'' series of the Class A Units 
(referred to collectively as the ``Voting Class A Units'') and the 
proposed new Nonvoting Class A-1 Units and Nonvoting Class A-2 Units 
would be designated as the ``non-voting'' series of the Class A Units 
(referred to collectively as the ``Nonvoting Class A Units'').\35\ In 
this connection, the Exchange proposes to amend Section 3.2 to reflect 
the creation of the Nonvoting Class A-1 Units and the Nonvoting Class 
A-2 Units and to add new paragraphs (c) and (d) that contain provisions 
related to the authorization and issuance of the Nonvoting Class A-1 
Units and the Nonvoting Class A-2 Units and that specify the voting 
rights associated with such Units.\36\ In connection with the creation 
of the Nonvoting Class A-1 Units and the Nonvoting Class A-2 Units, the 
Exchange also proposes to add definitions of the following terms in 
Section 1.1: Nonvoting Class A Units; \37\ Nonvoting Class A-1 Units; 
\38\ Nonvoting Class A-2 Units; \39\ and Voting Class A Units.\40\ The 
Exchange also proposes to amend the definitions of ``Class A Member'' 
and ``Class A Units'' in Section 1.1 to reflect the creation of the 
Nonvoting Class A-1 Units and the Nonvoting Class A-2 Units, as well as 
to include references to the Nonvoting Class A Units, the Nonvoting 
Class A-1 Units, and/or the Nonvoting Class A-2 Units, as applicable, 
throughout the Holdco LLC Agreement where appropriate for this purpose.
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    \35\ The Exchange notes that no additional Class A Units will be 
issued in connection with the Transaction or the amendments to the 
Holdco LLC Agreement proposed herein; instead, certain of the issued 
and outstanding Class A-1 Units and Class A-2 Units currently held 
by the Class A Members would be reclassified into Nonvoting Class A-
1 Units and Nonvoting Class A-2 Units, respectively.
    \36\ The voting rights associated with the Nonvoting Class A-1 
Units and the Nonvoting Class A-2 Units are specified in proposed 
new paragraphs (c) and (d) of Section 3.2 by reference to the 
applicable paragraphs of amended Section 4.7, which prescribe the 
actions on which such Units are entitled to vote, as further 
described below.
    \37\ As proposed, the term ``Nonvoting Class A Units'' means the 
Nonvoting Class A-1 Units and the Nonvoting Class A-2 Units.
    \38\ As proposed, the term ``Nonvoting Class A-1 Units'' refers 
to the Nonvoting Class A-1 Units described in proposed new Section 
3.2(c).
    \39\ As proposed, the term ``Nonvoting Class A-2 Units'' refers 
to the Nonvoting Class A-2 Units described in proposed new Section 
3.2(d).
    \40\ As proposed, the term ``Voting Class A Units'' means Class 
A-1 Units and the Class A-2 Units.
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    The proposed changes to the voting rights of the Members are 
reflected in the proposed amendments to Section 4.7, which include the 
addition of new paragraphs (a) through (g) that prescribe the actions 
on which the various series of Units are entitled to vote, as follows:
     Proposed new paragraph (a) provides that the following 
actions shall

[[Page 60687]]

not be effected without the approval of a majority of the then-
outstanding Voting Class A Units, voting together as a single class: 
(i) Subject to Sections 7.2(b), 7.3 and 13.3, approval of any 
Distributions of profits or capital of Holdco to the Members (other 
than Tax Advances \41\); (ii) approval of a transaction to which Holdco 
is a party and which results in a Change of Control; \42\ (iii) any 
liquidation, dissolution or winding up of any subsidiary of Holdco 
(other than the Exchange) and, if applicable, the related appointment 
of a liquidating trustee; and (iv) commencement, filing or initiation 
of any proceeding relating to voluntary or involuntary bankruptcy or 
insolvency with respect to Holdco;
---------------------------------------------------------------------------

    \41\ See Section 1.1 for the definition of Tax Advances.
    \42\ See Section 1.1 for the definition of Change of Control.
---------------------------------------------------------------------------

     proposed new paragraph (b) provides that any waiver or 
amendment of any provision of the Holdco LLC Agreement which would 
significantly and adversely affect the rights, preferences, powers or 
privileges of the Class A-1 Units and Class A-2 Units shall not be 
effected without the approval of the majority of the then-outstanding 
Voting Class A Units, voting together as a single class;
     proposed new paragraph (c) provides that the following 
actions shall not be effected without the approval of a majority of the 
then-outstanding Class C-1 Units and Voting Common Units, voting 
together as a single class: (i) Subject to Sections 7.2(b), 7.3 and 
13.3, approval of any Distributions of profits or capital of Holdco to 
the Members (other than Tax Advances); (ii) approval of a transaction 
to which Holdco is a party and which results in a Change of Control; 
(iii) any liquidation, dissolution or winding up of any subsidiary of 
Holdco (other than the Exchange) and, if applicable, the related 
appointment of a liquidating trustee; and (iv) commencement, filing or 
initiation of any proceeding relating to voluntary or involuntary 
bankruptcy or insolvency with respect to Holdco;
     proposed new paragraph (d) provides that any waiver or 
amendment of any provision of the Holdco LLC Agreement which would 
materially and adversely affect the rights, preferences, powers or 
privileges of the Class C-1 Units shall not be effected without the 
approval of a majority of the then-outstanding Class C-1 Units;
     proposed new paragraph (e) provides that the following 
actions (which shall be construed in a manner consistent with 12 CFR 
225.2(q)(2)(i)) shall not be effected without the approval of the 
majority of the then-outstanding Class C-1 Units and Class C-2 Units, 
voting together as a single class: (i) Any issuance of Units or Unit 
Equivalents \43\ of Holdco that have (A) a preference in respect of 
Distributions or return of capital that is senior to the holders of the 
Class C Units or (B) no right to convert into Common Units; and (ii) 
any exchange, reclassification or cancellation (whether by merger, 
consolidation or otherwise) or modification of the terms of all or part 
of the Class C Units which exchange, reclassification, cancellation or 
modification, as applicable, significantly and adversely affects the 
rights or preferences of the Class C Units;
---------------------------------------------------------------------------

    \43\ See Section 1.1 for the definition of Unit Equivalents.
---------------------------------------------------------------------------

     proposed new paragraph (f) provides that the following 
actions (which shall be construed in a manner consistent with 12 CFR 
225.2(q)(2)(i)) shall not be effected without the approval of the 
majority of the then-outstanding Class A-1 Units, Class A-2 Units, 
Nonvoting Class A-1 Units and Nonvoting Class A-2 Units, voting 
together as a single class: (i) Any issuance of Units or Unit 
Equivalents of Holdco that have a preference in respect of 
Distributions or return of capital that is senior to the holders of the 
Class A Units; and (ii) any exchange, reclassification or cancellation 
(whether by merger, consolidation or otherwise) or modification of the 
terms of all or part of the Class A Units which exchange, 
reclassification, cancellation or modification, as applicable, 
significantly and adversely affects the rights or preferences of the 
Class A Units; and
     proposed new paragraph (g) provides any liquidation, 
dissolution or winding up of Holdco (which shall be construed in a 
manner consistent with 12 CFR 225.2(q)(2)(i)) shall not be effected 
without the approval of the majority of the then-outstanding Class A-1 
Units, Class A-2 Units, Nonvoting Class A-1 Units, Nonvoting Class A-2 
Units, Class C-1 Units, Class C-2 Units, Voting Common Units and 
Nonvoting Common Units, voting together as a single class.\44\
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    \44\ The Exchange notes that each action described in proposed 
new paragraphs (a) through (g) would also require approval of the 
Holdco Board by Supermajority Board Vote, which is also currently 
required with respect to each of such actions under the Holdco LLC 
Agreement.
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    The Exchange notes that each of the actions set forth in proposed 
new paragraphs (a) through (g) on which certain Members are entitled to 
vote are significant corporate matters solely related to the 
administration, ownership, capital, or dissolution of Holdco or any 
Holdco subsidiary (other than the Exchange) and, except as set forth 
therein (or as otherwise currently provided in the Holdco LLC 
Agreement), the authority to manage and control the business and 
affairs of Holdco, including the right to amend or modify the Holdco 
LLC Agreement, would continue to be vested in the Holdco Board as it is 
today. As reflected in proposed new paragraphs (a) through (g) of 
Section 4.7, each of the Voting Class A Units, the Class C-1 Units, and 
the Voting Common Units series has broader voting rights than the 
Nonvoting Class A Units, the Class C-2 Units, and the Nonvoting Common 
Units series, respectively, in that the former series are entitled to 
vote in some capacity on a wider array of actions than the latter 
series. The Exchange notes that the distinctions with respect to the 
actions on which such series are entitled to vote pursuant to amended 
Section 4.7, as described above, are what separate such series into 
``voting'' series and ``non-voting'' series for BHCA purposes in a 
manner intended to facilitate certain Members' continued compliance 
with the BHCA. As noted above, the sole purpose of providing for the 
voting rights associated with the ``voting'' and ``non-voting'' series 
of the Class A Units, the Class C Units, and the Common Units as set 
forth in proposed new paragraphs (a) through (g) of Section 4.7 is to 
facilitate such Members' continued compliance with the BHCA.
    In connection with the foregoing proposed amendments to Section 
4.7, the Exchange proposes to further amend Section 4.7 to re-number 
the existing paragraphs to begin after proposed new paragraph (g) and 
to update relevant section references throughout the Holdco LLC 
Agreement accordingly; to amend paragraphs (a) and (b) of Section 3.2 
to reflect the additional voting rights associated with the Class A-1 
Units and the Class A-2 Units as prescribed in amended Section 4.7; to 
amend Section 7.2(a) to reflect that the Holdco Board's discretion 
regarding the amounts and timing of Distributions to Members is subject 
to the required approvals of the Voting Class A Units, the Class C-1 
Units, and the Voting Common Units, as applicable, pursuant to proposed 
new Sections 4.7(a)(i) and 4.7(c)(i); and to amend Section 13.1(a) to 
reflect that a determination to dissolve and wind up the affairs of 
Holdco requires the approval of the applicable Members pursuant to 
proposed new Section 4.7(g)

[[Page 60688]]

in addition to the approval of the Holdco Board by Supermajority Board 
Vote. Additionally, the Exchange proposes to amend Section 4.6, which 
also relates to the voting rights of the Members, in a manner that 
conforms and is consistent with the proposed amendments to Section 4.7 
that provide for certain voting rights of the Members associated with 
the ownership of Class A Units, Class C Units, and Common Units; to 
otherwise reflect the creation of the Class C Units, the Common Units, 
and the Nonvoting Class A Units; to delete certain language relating to 
the treatment of the Class A Units and the Class B Units for certain 
BHCA purposes that is no longer consistent with the proposed voting 
structure of such Units; and to make minor formatting and other non-
substantive changes.
Amendments Related to a Member's Maximum Voting Percentage
    In connection with the Transaction and the proposed amendments to 
the voting structure of the Units described above, including the 
creation of the ``voting'' and ``non-voting'' series of Class C Units 
(i.e., the Class C-1 Units and the Class C-2 Units, respectively) and 
the similar division of the Class A Units into ``voting'' and ``non-
voting'' series (i.e., the Voting Class A Units and the Nonvoting Class 
A Units), the Exchange is also proposing to amend the Holdco LLC 
Agreement's provisions related to a Member's election to specify the 
maximum voting percentage that such Member may have with respect to any 
determination under the Holdco LLC Agreement, which are set forth in 
Section 3.10. As with the proposed amendments to the voting structure 
of the Units, the purpose of the amendments to Section 3.10 is to 
facilitate certain Members' compliance with the BHCA.
    Currently, Section 3.10 provides that a Class A Member may notify 
Holdco of its election (a ``Restricted Voting Election'') to be treated 
for purposes of the Holdco LLC Agreement as a ``Restricted Voting 
Member'' such that the maximum percentage of the aggregate voting 
interests attributable to the Class A Units that such Member may own is 
the percentage designated in such Member's Restricted Voting 
Election.\45\ Notwithstanding the fact that the Class A Units are 
currently intended to not have any voting rights other than as required 
by applicable law, this provision was included in the current Holdco 
LLC Agreement out of an abundance of caution in connection with the 
BHCA considerations of certain Class A Members in order to provide a 
mechanism for Class A Members to manage any potential deemed voting 
interests attributable to the Class A Units for BHCA and/or other 
regulatory purposes. Section 3.10 also currently contains certain 
notification procedures of Holdco in connection with its receipt of any 
Restricted Voting Election and provides for certain types of transfers 
of Class A Units by a Restricted Voting Member (e.g., pursuant to a 
widespread public distribution to non-Affiliates) in which the 
aggregate voting interests attributable to the Class A Units 
transferred by such Restricted Voting Member would no longer be limited 
to such Restricted Voting Member's Maximum Aggregate Voting Interest 
with respect to the transferee (such transfers, ``Permitted Regulatory 
Transfers'').\46\
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    \45\ Such maximum percentage is currently referred to in the 
Holdco LLC Agreement as a Member's ``Maximum Aggregate Voting 
Interest'' which is defined in Section 1.1 with a reference to the 
definition of such term in Section 3.10. In connection with the 
proposed amendments to Section 3.10 described below, the Exchange is 
proposing to delete such defined term and add new defined terms that 
are conceptually similar with respect to the respective maximum 
voting percentages of a Member's Class A Voting Units and Class C-1 
Units, as further described below.
    \46\ The Exchange proposes to add the defined term ``Permitted 
Regulatory Transfers'' in Section 1.1 to refer to the definition of 
such term in proposed new Section 3.10(e)(i), which refers to such 
transactions as set forth therein.
---------------------------------------------------------------------------

    The Exchange is now proposing to amend Section 3.10 to maintain the 
Restricted Voting Election mechanism for Class A Members with respect 
to the Voting Class A Units (i.e., the ``voting'' series of the Class A 
Units) and to similarly provide for the Restricted Voting Election 
mechanism for Class C Members with respect to the Class C-1 Units 
(i.e., the ``voting'' series of the Class C Units). Specifically, 
Section 3.10(a) would now provide that any Class A Member or Class C 
Member may make a Restricted Voting Election to specify its respective 
maximum Voting Class A Voting Percentage \47\ (the ``Maximum Voting 
Class A Voting Percentage'') or its respective maximum Class C-1 Voting 
Percentage \48\ (the ``Maximum Class C-1 Voting Percentage'').\49\ Any 
Maximum Voting Class A Voting Percentage or Maximum Class C-1 Voting 
Percentage specified in a Restricted Voting Election would generally be 
irrevocable, subject to certain specified exceptions, in a manner 
consistent with BHCA restrictions. In this connection, the Exchange 
proposes to amend new Exhibit F (current Exhibit H) to the Holdco LLC 
Agreement, which is the form of Restricted Voting Election Notice to be 
used by a Restricted Voting Member, to reflect that a Restricted Voting 
Member may now specify a Maximum Voting Class A Voting Percentage and a 
Maximum Class C-1 Voting Percentage.
---------------------------------------------------------------------------

    \47\ The Exchange proposes to add the defined term ``Voting 
Class A Voting Percentage'' in Section 1.1 which means at any time 
of calculation, a fraction, expressed as a percentage (a) the 
numerator of which is be the number of then issued and outstanding 
Voting Class A Units held a Class A Member and (b) the denominator 
of which is the number of then issued and outstanding Voting Class A 
Units held by all Class A Members.
    \48\ The Exchange proposes to add the defined term ``Class C-1 
Voting Percentage'' in Section 1.1 which means, at any time of 
calculation, a fraction, expressed as a percentage, (i) the 
numerator of which is the number of then issued and outstanding 
Class C-1 Units held by a Class C Member and (ii) the denominator of 
which is the number of then issued and outstanding Class C-1 Units 
held by all Class C Members.
    \49\ The Exchange proposes to add the defined terms ``Maximum 
Voting Class A Voting Percentage'' and ``Maximum Class C-1 Voting 
Percentage'' in Section 1.1 to refer to the definitions of such 
terms as set forth in Section 3.10(a), which are consistent with the 
definitions of such terms herein.
---------------------------------------------------------------------------

    Also in connection with the proposed voting structure of the Class 
A Units and the Class C Units, the Exchange proposes to provide in new 
Section 3.10(d) for the automatic conversion of a Restricted Voting 
Member's Voting Class A Units and Class C-1 Units into Nonvoting Class 
A Units and Class C-2 Units, respectively, to the extent that a 
Restricted Voting Member would be deemed to own, control, or have the 
power to vote (for any reason) a number of Voting Class A Units or 
Class C-1 Units, as applicable, that causes such Restricted Voting 
Member to exceed its Maximum Voting Class A Voting Percentage or 
Maximum Class C-1 Voting Percentage, as applicable. This automatic 
conversion feature is designed to ensure that a Restricted Voting 
Member does not exceed its Maximum Voting Class A Voting Percentage or 
Maximum Class C-1 Voting Percentage for any reason to facilitate any 
such Restricted Voting Member's compliance with the BHCA.
    Additionally, the Exchange proposes to provide in new Section 
3.10(e) for: (i) The automatic conversion of a Restricted Voting 
Member's Nonvoting Class A Units and Class C-2 Units into Voting Class 
A Units and Class C-1 Units, respectively, if such Nonvoting Class A 
Units or Class C-2 Units, as applicable, are transferred to a third 
party (other than another Restricted Voting Member or an Affiliate of 
the transferee Restricted Voting Member) in connection with a Permitted 
Regulatory Transfer; and (ii) the optional

[[Page 60689]]

conversion (``Permitted Anti-Dilution Conversion'') of a Restricted 
Voting Member's Nonvoting Class A Units and Class C-2 Units into Voting 
Class A Units and Class C-1 Units, respectively, by delivery of a 
notice to Holdco (a ``Voting Conversion Notice'') if Holdco issues any 
new Units or Unit Equivalents that cause the Voting Class A Units or 
Class C-1 Units, as applicable, held by such Restricted Voting Member 
to represent a Voting Class A Voting Percentage or Class C-1 Voting 
Percentage, as applicable, that is less than such Restricted Voting 
Member's Voting Class A Voting Percentage or Class C-1 Voting 
Percentage, as applicable, immediately prior to such issuance (such 
Restricted Voting Member's ``Prior Voting Class A Voting Percentage'' 
and ``Prior Class C-1 Voting Percentage'', respectively) to the extent 
such conversion does not exceed such Prior Voting Class A Voting 
Percentage or Prior Class C-1 Voting Percentage, as applicable.\50\
---------------------------------------------------------------------------

    \50\ The Exchange proposes to add the defined terms ``Permitted 
Anti-Dilution Conversion'', ``Prior Class C-1 Voting Percentage'', 
``Prior Voting Class A Voting Percentage'', and ``Voting Conversion 
Notice'' in Section 1.1 to refer to the definitions of such terms as 
set forth in amended Section 3.10, which are consistent with the 
definitions of such terms herein.
---------------------------------------------------------------------------

    The Exchange is also proposing to amend Section 3.10 to include 
additional provisions related to the effect and construction of such 
section consistent with the BHCA, which are designed to facilitate 
certain Members' continued compliance with the BHCA in light of the 
proposed voting structure of the Class A Units and the Class C Units 
described herein. The Exchange notes that it is also proposing certain 
other amendments to Section 3.10, including modifications to Holdco's 
notification procedures and other administrative provisions related to 
recordkeeping in connection with any Restricted Voting Election.
Amendments to Various Provisions Related to BHCA Considerations
    The Exchange is also proposing to make certain amendments to the 
Holdco LLC Agreement to update existing provisions and include 
additional provisions for the purpose of facilitating certain Members' 
continued compliance with BHCA requirements and restrictions.
    First, the Exchange is proposing to amend Section 7.5, which 
relates to Distributions of securities or other property held by Holdco 
made ``in kind'' to Members, to update such provision in a manner 
consistent with the BHCA considerations of Members subject to the BHCA. 
Currently, Section 7.5 provides that, except as required by applicable 
law, Holdco is not authorized to make Distributions to the Members in 
the form of securities or other property held by Holdco. This 
restriction on Distributions made in kind to Members by Holdco will 
remain in place, but the Exchange now proposes to amend Section 7.5 to 
also provide that no Member may be required to accept consideration 
with respect to a merger, business combination or other transaction to 
which Holdco or any Holdco subsidiary is a party in the form of 
securities or other property if such Member notifies Holdco that 
receipt of such consideration by such Member would violate the BHCA or 
other applicable law or cause such Member to control or be presumed to 
control the issuer of such asset under the BHCA, and that in either 
such case, the affected Member may elect, in the alternative, to 
receive the fair market value of such consideration in cash. The 
purpose of adding this provision is to ensure that any Member subject 
to the BHCA is not required to receive non-cash consideration if such 
receipt would have adverse consequences under the BHCA with respect to 
such Member in connection with a transaction involving Holdco or any 
Holdco subsidiary that involves the distribution of non-cash 
consideration to Members made by a third party (or otherwise not 
directly Distributed by Holdco), which is not currently covered by 
Section 7.5. Thus, the purpose of this proposed amendment is to address 
an additional scenario where a distribution of non-cash consideration 
may be made to the Members in connection with their ownership of Units 
in a manner that protects Members subject to the BHCA against adverse 
consequences resulting from non-cash distributions in connection 
therewith and thereby facilitates such Member's continued compliance 
with the BHCA. Additionally, the Exchange proposes to further amend 
Section 7.5 to provide a carve-out from the general restriction on 
Distributions made in kind to Members set forth therein to the extent 
otherwise expressly provided in the Holdco LLC Agreement. The purpose 
of this change is to resolve a conflict between the terms of Section 
13.3(f), which provides that a liquidator of Holdco may in certain 
circumstances Distribute non-cash assets in kind to Members, while 
Section 7.5 currently prohibits this only subject to applicable law. 
Thus, this proposed amendment is intended to resolve an existing 
conflict between such provisions and clarify the intent thereof.
    Also for purposes of facilitating certain Members' continued 
compliance with the BHCA, the Exchange proposes to add new paragraph 
(i) of Section 11.3 to state that Holdco represents and warrants that 
Holdco is not a covered fund (as such term is defined in 12 CFR 
248.10(b)), and not a bank, bank holding company, depository 
institution or holding company for a depository institution, as such 
terms are defined in the BHCA, and that Holdco shall not allow itself 
to become a covered fund, bank, bank holding company, depository 
institution or holding company for a depository institution (as so 
defined). The Exchanges [sic] notes that it believes such 
representations of Holdco are true as of the date hereof.
Amendments Related to Governance Changes With Respect to the Holdco 
Board in Connection With the Transaction
    In connection with the Transaction, each of Citi, UBS, and Wells 
Fargo will receive the right to nominate a Director. Additionally, each 
of Citi, UBS, and Wells Fargo has expressed that it will nominate a 
Director, thereby increasing the size of the Holdco Board from eleven 
to fourteen Directors, as of the Effective Date. To reflect such 
governance changes, the Exchange proposes to amend the Holdco LLC 
Agreement to add a definition of ``Citi'' in Section 1.1 that is 
consistent with the definitions of other Nominating Members with 
similar rights and preferences as Citi; amend the definition of ``Bank 
Class A Member'' \51\ in Section 1.1 to include a reference to Citi as 
a

[[Page 60690]]

designated Bank Member; amend the definitions of ``UBS'' and ``Wells 
Fargo'' in Section 1.1 to reflect that each is now a Nominating Member 
and is no longer an Excluded Class A Member; \52\ delete the definition 
of ``Excluded Class A Member'' in Section 1.1 and make related 
conforming changes throughout the Holdco LLC Agreement to reflect that 
there are no longer any Excluded Class A Members; amend Section 8.3(a) 
to reflect the increased size of the Holdco Board at fourteen 
Directors; and amend Section 8.3(b) to reference each of Citi, UBS, and 
Wells Fargo as Members with the right to nominate a Director.
---------------------------------------------------------------------------

    \51\ The term ``Bank Class A Member'' refers to each of Bank of 
America, Morgan Stanley, UBS, JPMorgan, Goldman Sachs, Wells Fargo, 
and any other Member that is specifically designated as a Bank Class 
A Member (which would also include Citi, as proposed herein), in 
each case, together with each of their respective Affiliates. See 
Section 1.1. The Exchange notes that the only consequence of 
designation as a Bank Class A Member under the Holdco LLC Agreement 
is that at least one Director nominated by any Bank Class A Member 
(i.e., a Bank Director) is generally required to establish a quorum 
for the transaction of business of the Holdco Board. See Section 
8.6(a). In connection with the proposed amendments to replace 
references to ``Class A Member'' with references to ``Member'' where 
appropriate throughout the Holdco LLC Agreement, as described above, 
the Exchange is proposing to change the defined terms ``Bank Class A 
Member'' to ``Bank Member''; ``Buy Side Class A Member'' to ``Buy 
Side Member''; ``Market Maker Class A Member'' to ``Market Maker 
Member''; and ``Retail Broker Class A Member'' to ``Retail Broker 
Member'' in Section 1.1 to reflect that a Member's designation as 
one of these categories is not tied to its ownership of Class A 
Units exclusively and to update references to such terms throughout 
the Holdco LLC Agreement accordingly.
    \52\ The term ``Excluded Class A Member'' currently refers to 
UBS and Wells Fargo and is generally intended to reference certain 
Class A Members that do not have the right to nominate a Director.
---------------------------------------------------------------------------

    In addition, the Exchange proposes to amend the definition of 
Supermajority Board Vote in Section 1.1, as further described below. 
Currently, the term Supermajority Board Vote means the affirmative vote 
of at least seventy-seven percent (77%) of the votes of all Directors 
then entitled to vote on the matter under consideration and who have 
not recused themselves, whether or not present at the applicable 
meeting of the Board. This aspect of the definition is not changing, 
however, the definition also currently states that if the affirmative 
vote threshold results in the necessity of the affirmative vote of all 
such Directors with respect to such matter, that an affirmative vote of 
all but one of such Directors shall instead be required. This provision 
is intended to cover situations where a large number of Directors are 
recused from voting on a matter or the size of the Board is such that a 
Board vote would require unanimity and instead allows a matter to be 
approved so long as all but one Director is in favor of a particular 
voting matter. The Exchange proposes to modify the provision to instead 
state that if the affirmative vote threshold results in the necessity 
of the affirmative vote of eight (8) Directors or fewer, an affirmative 
vote of all but two (2) such Directors shall be required instead with 
respect to such matter. The proposed change will ensure that a more 
consistent voting structure is maintained even if several Directors are 
recused from voting on a particular matter. Under the current structure 
with eleven (11) Directors a matter can be approved as an affirmative 
Supermajority Board Vote even if two (2) Directors vote against a 
matter and under the proposed structure with fourteen (14) Directors a 
matter can be approved as an affirmative Supermajority Board Vote even 
if three (3) Directors vote against a matter. Accordingly, the Holdco 
Board believes it is appropriate to maintain this relative voting 
structure even if eight (8) or fewer Directors are voting on a 
particular matter (i.e., allowing a matter to be approved even if two 
(2) Directors vote against such matter).
Clarifying, Updating, Conforming, and Other Non-Substantive Amendments
    Finally, the Exchange proposes to make various clarifying, 
updating, conforming, and other non-substantive amendments to the 
Holdco LLC Agreement, each of which is discussed below.
Amendments to the Definition of ``Registration Date''
    The term ``Registration Date'' is currently defined in Section 
15.9(a) to mean the date that the Exchange is registered as a national 
securities exchange pursuant to Section 6(a) of the Act. On May 4, 
2020, the Commission approved the Exchange's application for 
registration as a national securities exchange, and thus, the 
Registration Date occurred on such date.\53\ Accordingly, the Exchange 
proposes to amend the Holdco LLC Agreement to reflect that the 
Registration Date occurred on such date by deleting the current 
definition of ``Registration Date'' in Section 15.9(a) and amending the 
definition of ``Registration Date'' in Section 1.1 to reference May 4, 
2020.
---------------------------------------------------------------------------

    \53\ On May 4, 2020, the Commission approved the Exchange's 
application for registration as a national securities exchange. See 
Securities Exchange Act Release No. 88806 (May 4, 2020), 85 FR 27451 
(May 8, 2020).
---------------------------------------------------------------------------

Amendment to the Definition of ``Schwab''
    The Exchange proposes to amend the definition of ``Schwab'' in 
Section 1.1 to reflect that Schwab is a Nominating Member, as the 
Holdco Board previously granted Schwab the right to nominate a Director 
in accordance with the Holdco LLC Agreement. Thus, the purpose of this 
proposed change is to update the definition of Schwab to reflect a 
previously-approved change with respect to the composition of the 
Holdco Board.
Amendments To Delete Obsolete Provisions and Language
    The Exchange proposes to make the following amendments to the 
Holdco LLC Agreement to delete provisions and language that are now 
obsolete due to the passage of time or the occurrence of certain 
events:
     Deletion of the defined term ``Exchange Application'': The 
Exchange proposes to delete the defined term ``Exchange Application'' 
in Section 1.1, as such term is not currently used elsewhere in the 
Holdco LLC Agreement. Previously, the term ``Exchange Application'' was 
referenced only in Section 13.1(d) and referred to the application of 
the Exchange as a national securities exchange; however, Section 
13.1(d) (including all references to the term ``Exchange Application'') 
was deleted in its entirety in connection with previous amendments to 
the Holdco LLC Agreement,\54\ but the term ``Exchange Application'' was 
inadvertently not deleted from Section 1.1. Thus, this proposed 
amendment is intended to add clarity to the Holdco LLC Agreement by 
deleting an unused and obsolete defined term.
---------------------------------------------------------------------------

    \54\ See Securities Exchange Act Release No. 91478 (April 5, 
2021), 86 FR 18570 (April 9, 2021).
---------------------------------------------------------------------------

     Deletion of language in #11 of Exhibit C: Exhibit C to the 
Holdco LLC Agreement contains an enumerated list of the Supermajority 
Board Matters. The Exchange proposes to delete language in #11 of 
Exhibit C that refers to an event of dissolution as set forth in 
Section 13.1(d), which was inadvertently not deleted in connection with 
the previous amendments to the Holdco LLC Agreement that deleted 
Section 13.1(d) in its entirety, as described above.
     Amendments to Section 8.18(a): The Exchange proposes to 
amend Section 8.18(a) to delete paragraphs (i) and (ii). Currently, 
paragraph (i) provides for an obligation of Holdco to amend and restate 
the limited liability company agreement of the Exchange (the ``Exchange 
LLC Agreement'') that was in effect prior to the Registration Date as 
necessary in order to obtain registration for the Exchange as a 
national securities exchange (such amended and restated Exchange LLC 
Agreement is currently referred to in Section 8.18(a)(i) as the 
``Restated MEMX LLC Agreement''), and paragraph (ii) provides that the 
Exchange shall be managed by the Exchange Board upon the execution and 
delivery of the Restated MEMX LLC Agreement. Each of the events 
described in paragraphs (i) and (ii) has already occurred and the 
Exchange is currently managed by the Exchange Board; thus, such 
provisions are now obsolete.\55\ In connection with the deletion of 
these obsolete provisions, the Exchange also proposes to state in 
Section 8.18(a) that

[[Page 60691]]

the Exchange shall be managed by the Exchange Board to reflect the 
current governance of the Exchange.
---------------------------------------------------------------------------

    \55\ See id. The Exchange LLC Agreement was amended and restated 
as the Second Amended and Restated Limited Liability Company 
Agreement of MEMX LLC, which was executed, delivered, and became 
effective on May 19, 2020.
---------------------------------------------------------------------------

     Amendments to Section 3.8: The Exchange proposes to delete 
language in Section 3.8 that contemplates a time prior to the 
Registration Date, since, as noted above, the Registration Date already 
occurred on May 4, 2020.
     Deletion of Section 11.8: Currently, Section 11.8 requires 
certain Members (or their Affiliates, as applicable) that operate a 
U.S.-registered broker-dealer to connect to the Exchange prior to the 
first date on which the Exchange commences operating a national 
securities exchange. As the Exchange first commenced operations as a 
national securities exchange on September 21, 2020, the Exchange 
proposes to delete Section 11.8 in its entirety, as such provision is 
now obsolete.
Amendments To Replace References to ``Restated MEMX LLC Agreement'' 
With ``MEMX LLC Agreement''
    As noted above, the term ``Restated MEMX LLC Agreement'' is 
currently defined in Section 8.18(a)(i) and refers to a version of the 
Exchange LLC Agreement that was already amended and restated as 
necessary in order to obtain registration for the Exchange as a 
national securities exchange. As the Exchange LLC Agreement was already 
amended and restated for this purpose (i.e., as the Second Amended and 
Restated Limited Liability Company of MEMX LLC, which became effective 
on May 19, 2020 and is currently in effect) and the Exchange is 
proposing to delete Section 8.18(a)(i) in its entirety, as described 
above, the Exchange proposes to delete the defined term ``Restated MEMX 
LLC Agreement'' and add ``MEMX LLC Agreement'' as a defined term that 
references the Second Amended and Restated Limited Liability Company 
Agreement of MEMX LLC. In connection with such changes, the Exchange 
also proposes to replace all references to ``Restated MEMX LLC 
Agreement'' with references to ``MEMX LLC Agreement'' so that all such 
references are to the Exchange LLC Agreement that is currently in 
effect.
Amendments Related to the Removal of a Director From the Holdco Board
    Section 8.4(a) generally provides that a Director may be removed 
from his or her position as such, or replaced at any time, upon the 
written request of the Nominating Member that nominated such Director. 
Additionally, Section 8.4(b) provides that a Nominating Member may 
irrevocably waive its right in Section 8.4(a) to remove or replace a 
Director nominated by such Nominating Member, which the Exchange 
believes certain Members may elect to do for purposes related to 
compliance with restrictions under the BHCA's ``control'' framework. 
Section 8.4(b) also currently provides that if a Nominating Member 
makes such an election to irrevocably waive its right to remove or 
replace a Director, and the Director nominated by such Nominating 
Member dies, resigns from the Holdco Board in accordance with Section 
8.4(c) (i.e., delivers his or her written resignation as a Director to 
the Holdco Board), or is removed as a result of a statutory 
disqualification, then the Nominating Member that nominated such 
Director may nominate a new Director to fill such vacancy. However, 
currently, Section 8.4 does not explicitly address the situation where 
a Director is terminated or resigns from his or her employment with 
such Nominating Member (or its Affiliate) but does not also resign from 
the Holdco Board by delivering his or her written resignation as a 
Director to the Holdco Board in accordance with Section 8.4(c). In this 
situation, the Exchange believes such Director would be deemed to have 
resigned as a Director from the Holdco Board, but for the avoidance of 
doubt, the Exchange is proposing to add new Section 8.4(f) to provide 
that any such Director would be automatically and immediately removed 
from his or her position as a Director upon Holdco's receipt of written 
notice from the Nominating Member that such Director has been 
terminated or resigned from his or her employment with the Nominating 
Member (or its Affiliate). In this connection, the Exchange also 
proposes to amend Section 8.4(b) to provide that a Nominating Member 
that has irrevocably waived its right to remove or replace a Director 
pursuant to Section 8.4(b) may also nominate a new Director to fill any 
vacancy resulting from proposed new Section 8.4(f).
Amendments Related to the Incentive Plan
    The Exchange proposes to amend Section 3.3(b) to replace the second 
reference to the Amended and Restated MEMX Holdings LLC 2018 Profits 
Interests Plan with a reference to the appropriate defined term (i.e., 
``Incentive Plan'') and to clarify that any Class B Units issued by 
Holdco pursuant to the MembersX Holdings LLC 2018 Profits Interests 
Plan (a predecessor plan to the Incentive Plan) or the Incentive Plan 
prior to the Sixth Amended Holdco LLC Agreement Effective Date have not 
been cancelled, forfeited, repurchased or redeemed and subsequently re-
issued. Each of these amendments is designed to clarify existing 
language in the Holdco LLC Agreement.
Amendments Related to Certain Agreements Between Holdco and the Members
    The Exchange proposes to add substantially similar paragraphs in 
Sections 10.1, 10.2, 10.4, and 11.5 (i.e., proposed new Section 
10.1(a)(iii), proposed new Section 10.2(d), proposed new Section 
10.4(f), and proposed new Section 11.5(e), respectively) stating that 
certain provisions in those sections constitute an individual agreement 
between Holdco, on the one hand, and each applicable Member, on the 
other hand, that such provisions do not constitute an agreement among 
the Members, and that only Holdco (and not the Members) shall have the 
right to enforce such provisions against any Member.\56\ The Exchange 
notes that these proposed new paragraphs are intended to clarify, but 
not substantively modify, the enforceability of such existing 
provisions in the Holdco LLC Agreement with respect to Holdco and the 
Members.
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    \56\ The Exchange notes that the provisions referenced in each 
of these proposed new paragraphs are existing provisions, which are 
remaining substantially the same, except as modified to reflect the 
creation of the Class C Units, as applicable, or otherwise for 
formatting purposes or in a non-substantive manner.
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Amendment Related to the Registration of MEMX Execution Services LLC 
With FINRA
    Currently, Section 10.6(h) references MEMX Execution Services LLC 
\57\ as a subsidiary of Holdco ``which plans to register with FINRA as 
a broker-dealer''; however, MEMX Executions Services LLC became 
registered with FINRA as a broker-dealer on June 5, 2020. Thus, the 
Exchange proposes to amend Section 10.6(h) to update this provision to 
reference MEMX Execution Services LLC as a subsidiary of Holdco ``that 
is registered with FINRA as a broker-dealer.''
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    \57\ MEMX Execution Services LLC is an affiliate of the Exchange 
that provides the outbound routing of orders from the Exchange to 
other trading centers pursuant to Exchange Rule 2.11.
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Amendments Related to the Fourth Amended LLC Agreement Effective Date
    Currently, the term ``Fourth Amended LLC Agreement Effective Date'' 
is defined in Section 1.1 as February 19, 2020, which was the date on 
which the Fourth Amended and Restated LLC Agreement of Holdco became 
effective. Such term is currently referenced in Sections 10.6(a) and 
12.4(c). The Exchange proposes to delete the defined

[[Page 60692]]

term ``Fourth Amended LLC Agreement Effective Date'' in Section 1.1 and 
to amend Sections 10.6(a) and 12.4(c) to replace the references to such 
term with references to February 19, 2020 (or the appropriate date if 
referencing an anniversary of such date) and make related conforming 
changes. The purpose of these amendments is to simplify the Holdco LLC 
Agreement by deleting a defined term and instead making specific 
reference to the appropriate dates.
Amendments Related to the Exhibits to the Holdco LLC Agreement
    Currently, Exhibit E to the Holdco LLC Agreement is intended to 
reference a copy of the Exchange LLC Agreement and Exhibit F to the 
Holdco LLC Agreement is reserved with a placeholder, as it was deleted 
in a prior version of the Holdco LLC Agreement. The Exchange now 
proposes to delete current Exhibit E, as a copy of the Exchange LLC 
Agreement is separately maintained on the Exchange's public website 
(along with the Holdco LLC Agreement) and there is no longer any 
purpose for its reference or inclusion as an exhibit to the Holdco LLC 
Agreement. In connection with this change, the Exchange also proposes 
to re-letter the exhibits to the Holdco LLC Agreement to reflect the 
proposed deletion of Exhibit E, the previous deletion of Exhibit F, and 
the proposed addition of new Exhibit G, as described above. 
Accordingly, current Exhibits G, H, I, and J would be re-lettered as 
Exhibits E, F, H, and I, respectively.
Technical and Conforming Amendments To Reflect the Amendment and 
Restatement of the Holdco LLC Agreement
    The Exchange proposes to make technical and conforming amendments 
to the cover page, table of contents, lead-in, recitals, and exhibits 
of the Holdco LLC Agreement to reflect that it is being amended and 
restated as the Sixth Amended Holdco LLC Agreement. Additionally, the 
Exchange proposes to amend the definition of ``Agreement'' to reference 
the Sixth Amended Holdco LLC Agreement; add ``Fifth Amended LLC 
Agreement'' as a defined term to mean the Fifth Amended Holdco LLC 
Agreement; replace references to ``Fourth Amended LLC Agreement'' with 
references to ``Fifth Amended LLC Agreement'' throughout the Holdco LLC 
Agreement, as appropriate; and update the certificate legend set forth 
in proposed new Section 3.12(b) (currently Section 3.11(b)) to include 
a reference to the Sixth Amended Holdco LLC Agreement. Each of these 
proposed amendments are conforming changes intended to reflect the 
amendment and restatement of the Holdco LLC Agreement.
Clean-Up Amendments
    Lastly, the Exchange is proposing to make various non-substantive 
``clean-up'' amendments throughout the Holdco LLC Agreement to correct 
typos, update section references, make minor grammatical and 
punctuational edits, and make other clarification and ministerial 
changes to clarify existing language or modify such language to conform 
with the other proposed amendments described above.
2. Statutory Basis
    The Exchange believes that the proposed amendments to the Holdco 
LLC Agreement are consistent with Section 6(b) of the Act,\58\ in 
general, and further the objectives of Section 6(b)(1) of the Act,\59\ 
in particular, in that such amendments enable the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Act and to comply with the provisions of the Act, the rules and 
regulations thereunder, and the rules of the Exchange. The Exchange 
also believes that the proposed amendments are consistent with Section 
6(b)(5) of the Act,\60\ which requires the rules of an exchange to be 
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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    \58\ 15 U.S.C. 78f(b).
    \59\ 15 U.S.C. 78f(b)(1).
    \60\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the creation of the Class C Units and 
the Common Units is consistent with the Act as this will facilitate 
additional investments by existing Members of Holdco, including certain 
Members that do not currently have the right to nominate Directors to 
serve on the Holdco Board. Although each Member's proportionate 
ownership of Holdco will change as a result of the Transaction, no 
Member will own, directly or indirectly, Units constituting more than 
twenty percent (20%) of any class of Units or will otherwise exceed any 
ownership or voting limitation applicable to the Members set forth in 
the Holdco LLC Agreement after giving effect to the Transaction. Thus, 
the Exchange does not believe the creation of new Units or the 
Transaction will have any impact on the Exchange's ability to be 
organized as to have the capacity to carry out the purposes of the Act 
and to comply with the provisions of the Act, the rules and regulations 
thereunder, and the rules of the Exchange, promoting just and equitable 
principles of trade, removing impediments to and perfect the mechanism 
of a free and open market, and protecting investors and the public 
interest. Further, the Exchange believes the proposed changes to the 
Holdco LLC Agreement are consistent with, and will not interfere with, 
the self-regulatory obligations of the Exchange. The Exchange 
importantly notes that it is not proposing to amend any of the 
provisions within the Holdco LLC Agreement or the Exchange LLC 
Agreement dealing with the availability or protection of information, 
books and records, undue influence, conflicts of interest, unfair 
control by an affiliate, or regulatory independence of the Exchange.
    The Exchange reiterates that the proposed addition of certain 
voting rights of the Members associated with the existing Class A 
Units, as well as the proposed new Class C Units and Common Units is 
solely to facilitate certain Members' compliance with the BHCA. The 
Exchange notes that each of the actions on which certain Members are 
entitled to vote are significant corporate matters solely related to 
the administration, ownership, capital, or dissolution of Holdco or any 
Holdco subsidiary (other than the Exchange) and, except as set forth 
therein (or as otherwise currently provided in the Holdco LLC 
Agreement), the authority to manage and control the business and 
affairs of Holdco, including the right to amend or modify the Holdco 
LLC Agreement, would continue to be vested in the Holdco Board as it is 
today. Similarly, the Exchange believes the amendments to the Holdco 
LLC Agreement's provisions related to a Member's election to specify 
the maximum voting percentage that such Member may have with respect to 
any determination under the Holdco LLC Agreement, which are set forth 
in Section 3.10, are simply an expansion of existing provisions 
regarding specification of a maximum voting percentage and are designed 
to facilitate certain Members' compliance with the BHCA. While the Act 
does not separately compel compliance with the BHCA, the Exchange does 
not believe that any of these changes significantly changes the 
governance with respect to Holdco and thus will not impact governance 
of the Exchange. Accordingly, the Exchange believes the proposed 
changes will allow it to be organized as to have the capacity to

[[Page 60693]]

carry out the purposes of the Act and to comply with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange, promoting just and equitable principles of trade, removing 
impediments to and perfect the mechanism of a free and open market, and 
protecting investors and the public interest.
    As described above, in connection with the Transaction, each of 
Citi, UBS, and Wells Fargo will receive the right to nominate a 
Director and the size of the Holdco Board will increase from eleven to 
fourteen Directors, as of the Effective Date. The Exchange believes the 
proposed amendments to reflect the governance changes that will result 
from the Transaction and to make conforming changes to defined terms, 
are appropriate and consistent with the Act, as such amendments would 
update and clarify the relevant provisions of the Holdco LLC Agreement 
to reflect governance changes with respect to Holdco, as described 
above. Similarly, the Exchange believes the proposed changes to the 
definition of Supermajority Board Vote to provide that if eight (8) or 
fewer Directors are voting on a particular matter that an affirmative 
vote is present if all but two (2) Directors vote in favor of the 
matter, as this is consistent with the voting structure for matters 
with more than eight (8) Directors voting, where an affirmative vote is 
present even if two (currently, with eleven Directors) or three (as 
proposed, with fourteen Directors) Directors vote against a particular 
matter. The Exchange believes that updating the Holdco LLC Agreement 
with respect to the governance of Holdco to reflect these changes would 
ensure clarity with respect to the corporate documents of the 
Exchange's parent company, thereby enabling the Exchange to be so 
organized as to have the capacity to carry out the purposes of the Act 
and to comply with the provisions of the Act, the rules and regulations 
thereunder, and the rules of the Exchange, promoting just and equitable 
principles of trade, removing impediments to and perfect the mechanism 
of a free and open market, and protecting investors and the public 
interest.
    The Exchange believes the proposed amendments to clarify, correct 
inadvertent drafting errors, delete obsolete language and make other 
conforming changes consistent with the other proposed amendments to the 
Holdco LLC Agreement described above, and make technical and conforming 
changes to reflect that the Holdco LLC Agreement is being amended and 
restated from the Fifth Amended LLC Agreement to the Sixth Amended LLC 
Agreement are consistent with the Act, as such amendments would update 
and clarify the Holdco LLC Agreement, thereby increasing transparency 
and helping to avoid any potential confusion resulting from retaining 
outdated, obsolete, or unclear provisions. For these reasons, the 
Exchange believes such amendments would enable the Exchange to be so 
organized as to have the capacity to carry out the purposes of the Act 
and to comply with the provisions of the Act, the rules and regulations 
thereunder, and the rules of the Exchange, promote just and equitable 
principles of trade, remove impediments to and perfect the mechanism of 
a free and open market, and protect investors and the public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposal will impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposal is not intended to 
address competitive issues but rather is concerned solely with the 
creation of additional classes of Units in connection with the 
Transaction as well as reflecting governance changes in connection with 
the Transaction, changes to the voting structure of existing Units 
consistent with the structure of the new Units, updates intended to 
facilitate compliance with the BHCA, and updates of Holdco's corporate 
documents related to the administration and functioning of Holdco, as 
described above.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be 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-MEMX-2021-15 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-MEMX-2021-15. 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-MEMX-2021-15 and should be submitted on 
or before November 24, 2021.


[[Page 60694]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\61\
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    \61\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-23927 Filed 11-2-21; 8:45 am]
BILLING CODE 8011-01-P