[Federal Register Volume 90, Number 92 (Wednesday, May 14, 2025)]
[Notices]
[Pages 20527-20531]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08457]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103006; File No. SR-BX-2025-009]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Increase the
Options Regulatory Fee (ORF) on a Temporary Basis and Discontinue the
ORF Model Scheduled To Be Implemented in June 2025
May 8, 2025.
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 April 30, 2025, 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
[[Page 20528]]
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 increase the BX Options Regulatory Fee or
``ORF.'' Also, the Exchange proposes to discontinue the ORF model
scheduled to be implemented in June 2025.\3\ The increased ORF rate
will sunset on December 31, 2025 and will revert to $0.0005 per
contract side.
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\3\ See Securities Exchange Act Release No. 101878 (December 11,
2024), 89 FR 102199 (December 17, 2024) (SR-BX-2024-054) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Adopt
a New Approach to the Options Regulatory Fee (ORF) in 2025). See
also Securities Exchange Act Release No. 102343 (February 4, 2025),
90 FR 9269 (February 10, 2025) (SR-BX-2025-005) (Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Delay the
Implementation of the New Options Regulatory Fee (ORF) and ORF
Methodology Proposed in SR-BX-2024-054).
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While the changes proposed herein are effective upon filing, the
Exchange has designated the amendments become operative on May 1, 2025.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/bx/rulefilings, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
BX proposes to increase its ORF from $0.0005 to $0.0008 per
contract side effective May 1, 2025. The increased ORF rate will sunset
on December 31, 2025 and will revert to $0.0005 per contract side.
Additionally, the Exchange proposes to discontinue the ORF model
scheduled to be implemented in June 2025.\4\
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\4\ Id.
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Background on Current ORF
Today, BX assesses its ORF for each Customer \5\ option transaction
that is either: (1) executed by a Participant \6\ on BX; or (2) cleared
by a BX Participant at OCC in the Customer range,\7\ even if the
transaction was executed by a non-member of BX, regardless of the
exchange on which the transaction occurs.\8\ If the OCC clearing member
is a BX Participant, ORF is assessed and collected on all ultimately
cleared Customer contracts (after adjustment for CMTA \9\); and (2) if
the OCC clearing member is not a BX Participant, ORF is collected only
on the cleared Customer contracts executed at BX, taking into account
any CMTA instructions which may result in collecting the ORF from a
non-member.\10\ The current BX ORF is $0.0005 per contract side.
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\5\ Today, ORF is collected from Customers, Professionals and
broker-dealers that are not affiliated with a clearing member that
clear in the ``C'' range at OCC.
\6\ The term ``Options Participant'' or ``Participant'' mean a
firm, or organization that is registered with the Exchange pursuant
to Options 2A of these Rules for purposes of participating in
options trading on BX Options as a ``BX Options Order Entry Firm''
or ``BX Options Market Maker.'' See Options 1, Section 1(a)(40).
\7\ Participants must record the appropriate account origin code
on all orders at the time of entry of the order. The Exchange
represents that it has surveillances in place to verify that
Participants mark orders with the correct account origin code.
\8\ The Exchange uses reports from OCC when assessing and
collecting the ORF.
\9\ CMTA or Clearing Member Trade Assignment is a form of
``give-up'' whereby the position will be assigned to a specific
clearing firm at OCC.
\10\ By way of example, if Broker A, a BX Participant, routes a
Customer order to CBOE and the transaction executes on CBOE and
clears in Broker A's OCC Clearing account, ORF will be collected by
BX from Broker A's clearing account at OCC via direct debit. While
this transaction was executed on a market other than BX, it was
cleared by a BX Participant in the member's OCC clearing account in
the Customer range, therefore there is a regulatory nexus between BX
and the transaction. If Broker A was not a BX Participant, then no
ORF should be assessed and collected because there is no nexus; the
transaction did not execute on BX nor was it cleared by a BX
Participant.
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Today, in the case where a Participant both executes a transaction
and clears the transaction, the ORF will be assessed to and collected
from that Participant. Today, in the case where a Participant executes
a transaction and a different Participant clears the transaction, the
ORF will be assessed to and collected from the Participant who clears
the transaction and not the Participant who executes the transaction.
Today, in the case where a non-member executes a transaction at an away
market and a Participant clears the transaction, the ORF will be
assessed to and collected from the Participant who clears the
transaction. Today, in the case where a Participant executes a
transaction on BX and a non-member clears the transaction, the ORF will
be assessed to the Participant that executed the transaction on BX and
collected from the non-member who cleared the transaction. Today, in
the case where a Participant executes a transaction at an away market
and a non-member ultimately clears the transaction, the ORF will not be
assessed to the Participant who executed the transaction or collected
from the non-member who cleared the transaction because the Exchange
does not have access to the data to make absolutely certain that ORF
should apply. Further, the data does not allow the Exchange to identify
the Participant executing the trade at an away market.
ORF Revenue and Monitoring of ORF
Today, the Exchange monitors the amount of revenue collected from
the ORF (``ORF Regulatory Revenue'') to ensure that it, in combination
with other regulatory fees and fines, does not exceed Options
Regulatory Costs.\11\ In determining whether an expense is considered
an Options Regulatory Cost, the Exchange reviews all costs and makes
determinations if there is a nexus between the expense and a regulatory
function. The Exchange notes that fines collected by the Exchange in
connection with a disciplinary matter offset Options Regulatory Cost.
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\11\ The regulatory costs for options comprise a subset of the
Exchange's regulatory budget that is specifically related to options
regulatory expenses and encompasses the cost to regulate all
Participants' options activity (``Options Regulatory Cost'').
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ORF Regulatory Revenue, when combined with all of the Exchange's
other regulatory fees and fines, is designed to recover the Options
Regulatory Costs to the Exchange of the supervision and regulation of
member Customer options business including performing routine
surveillances, investigations, examinations, financial monitoring, and
policy, rulemaking, interpretive, and enforcement activities. Options
Regulatory Costs include direct regulatory expenses and certain
indirect expenses in support of the regulatory function. The direct
expenses include in-house and third-party service provider costs to
support the day-to-day regulatory work such as surveillances,
investigations and examinations. The indirect expenses are only those
expenses that are in support of the regulatory functions, such areas
include Office of the General Counsel, technology, finance, and
internal audit. Indirect expenses will not exceed 35% of the total
Options Regulatory Costs, in which case direct expenses could be
[[Page 20529]]
65% or more of total Options Regulatory Costs.\12\
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\12\ Direct and indirect expenses are based on the Exchange's
2025 Regulatory Budget.
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Proposal for May 1, 2025
At this time, the Exchange proposes to increase BX's ORF from
$0.0005 to $0.0008 per contract side effective May 1, 2025. For several
years, BX has not been collecting ORF Regulatory Revenue at levels that
cover a material portion of its Options Regulatory Cost. By way of
background, initially BX did not adopt an ORF as a new options market.
Despite the fact that BX was operating its options market since 2012,
it did not establish an ORF until February 1, 2016 and has amended its
ORF twice since the inception of the ORF.\13\ The current ORF rate of
$0.0005 was set on August 1, 2017 and has remined the same to date. In
2024, BX proposed to revamp the current process of assessing and
collecting its ORF \14\ along with other Nasdaq affiliated exchanges in
an attempt to reform ORF. BX's current ORF rate has been in effect for
over 8 years. The Exchange notified Participants of the proposed
adjustment to the ORF through an Options Trader Alert.\15\ For several
years BX has been under collecting ORF and proposes to temporarily
increase the amount of ORF that will be collected by the Exchange from
$0.0005 to $0.0008 per contract side. The Exchange proposes the ORF of
$0.0008 per contract side to have an automatic sunset on December 31,
2025. The proposed increase is based on the Exchange's estimated
projections of its Options Regulatory Cost as well as the projected ORF
Regulatory Revenue, when combined with all of the Exchange's other
regulatory fees and fines. The Exchange will continue to monitor the
amount of ORF Regulatory Revenue collected from the ORF to ensure that
ORF Regulatory Revenue, in combination with its other regulatory fees
and fines, does not exceed Options Regulatory Costs. If the Exchange
determines that to be the case, the Exchange will adjust the ORF by
submitting a fee change filing to the Commission and notifying \16\ its
Participants via an Options Trader Alert.\17\
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\13\ See Securities Exchange Act Release Nos. 78361 (July 19,
2016), 81 FR 48485 (July 25, 2016) (SR-BX-2016-043) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Make
Adjustments to Its Options Regulatory Fee); and 81341 (August 8,
2017), 82 FR 37946 (August 14, 2017) (SR-BX-2017-032) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Revise
the Rules Regarding the Exchange's Options Regulatory Fee).
\14\ See Securities Exchange Act Release No. 101878 (December
11, 2024), 89 FR 102199 (December 17, 2024) (SR-BX-2024-054) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt a New Approach to the Options Regulatory Fee (ORF) in 2025).
See also Securities Exchange Act Release No. 102343 (February 4,
2025), 90 FR 9269 (February 10, 2025) (SR-BX-2025-005) (Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Delay the Implementation of the New Options Regulatory Fee (ORF) and
ORF Methodology Proposed in SR-BX-2024-054) (collectively ``June
2025 ORF'').
\15\ See Options Trader Alert #2025--17.
\16\ The Exchange will provide Participants with such notice at
least 30 calendar days prior to the effective date of the change.
\17\ The Exchange notes that in connection with this proposal,
it provided the Commission confidential details regarding the
Exchange's projected regulatory revenue, including projected revenue
from ORF, along with a projected regulatory expense.
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Future Proposals
BX previously filed a proposed amendment to its ORF, effective as
of January 1, 2025,\18\ to amend its methodology of collection to: (1)
exclude options transactions in proprietary products; and (2) assess
ORF in all clearing ranges except market makers who clear as ``M'' at
OCC. Additionally, BX proposed to assess a different rate for trades
executed on BX (``Local ORF Rate'') and trades executed on non-BX
exchanges (``Away ORF Rate'').\19\ The Exchange also filed to delay the
implementation of SR-BX-2024-054, with respect to the new ORF and
methodology therein which was effective on January 1, 2025, so that it
would now be implemented on June 1, 2025.\20\ At this time, the
Exchange proposes to discontinue its June 2025 ORF. The Exchange
received feedback from the Participants \21\ and SIFMA \22\ related to
the implementation of its June 2025 ORF. In particular, two fields
necessary for information sharing of executing exchange information
among Participants and Clearing Members will not be available after an
upcoming technology migration at OCC.\23\ In light of this information,
the Exchange has been re-evaluating its ORF model and plans to revamp
the current process of assessing and collecting ORF, which would be
subject to, and described further in, a future rule filing.
Particularly, the Exchange is exploring proposing a modified ORF model
in which ORF would only be assessed to on-exchange transactions and
would continue to be assessed only to customers. At this this time, the
Exchange expects to continue assessing ORF as it does today and will
continue to ensure that ORF Regulatory Revenue, in combination with its
other regulatory fees and fines, does not exceed Options Regulatory
Cost.
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\18\ See Securities Exchange Act Release No. 101878 (December
11, 2024), 89 FR 102199 (December 17, 2024) (SR-BX-2024-054) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt a New Approach to the Options Regulatory Fee (ORF) in 2025).
\19\ Id.
\20\ See Securities Exchange Act Release No. 102343 (February 4,
2025), 90 FR 9269 (February 10, 2025) (SR-BX-2025-005) (Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Delay the Implementation of the New Options Regulatory Fee (ORF) and
ORF Methodology Proposed in SR-BX-2024-054).
\21\ The Exchange has discussed the implementation of its June
2025 ORF with various Clearing Members.
\22\ See SIFMA comment letter at https://www.sec.gov/comments/sr-nasdaq-2024-078/srnasdaq2024078-550079-1574622.pdf.
\23\ See https://www.theocc.com/company-information/occ-transformation.
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To create real ORF reform, moving to a new ORF model that only
assesses a fee to transactions that occur on the Exchange would remove
any duplicative ORF billing. The Exchange believes that each exchange
should likewise adopt a similar model to ensure consistent industry
billing of ORF to the benefit of market participants. A consistent
methodology of assessing and collecting ORF will also remove confusion
and complexity in the billing of ORF. The Exchange has been engaged in
remodeling its current ORF over the last year and has held many
conversations with market participants to establish a framework that is
practical and fair. The Exchange remains committed to ORF reform and
will continue to evaluate its ORF model and seek feedback from market
participants. Until such time as the new ORF model is in place, the
Exchange believes that it is fair and reasonable to temporarily raise
the current rate under the existing ORF model to allow BX to increase
its current collection to offset Options Regulatory Costs to maintain
its regulatory budget.
In light of the Exchange's anticipated proposal to revamp ORF, the
Exchange also proposes to adopt a sunset date of December 31, 2025 for
the current proposed rate of $0.0008 per contract side, at which point
the Exchange would revert back to current ORF rate of $0.0005 per
contract side. The proposed sunset date will provide time for the
Exchange to discuss its anticipated, or potential alternative, ORF
model with market participants towards establishment of one new,
unified model going forward. The Exchange will endeavor however to
implement the modified ORF structure noted above prior to the proposed
December 31, 2025 sunset date (i.e., the existence of the sunset date
of December 31, 2025 for the proposed ORF rate would not preclude the
Exchange from filing to modify its ORF methodology and rate prior to
that date).
[[Page 20530]]
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\24\ Specifically, the
Exchange believes the proposed rule change is consistent with Section
6(b)(4) of the Act,\25\ which provides that Exchange rules may provide
for the equitable allocation of reasonable dues, fees, and other
charges among its members, and other persons using its facilities.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \26\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\24\ 15 U.S.C. 78f(b).
\25\ 15 U.S.C. 78f(b)(4).
\26\ 15 U.S.C. 78f(b)(5).
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The Exchange believes the proposed pricing change is reasonable
because it would help ensure that ORF Regulatory Revenue, in
combination with other regulatory fees and fines, would help offset,
but not exceed, Options Regulatory Cost. As discussed, the Exchange has
designed the ORF to generate ORF Regulatory Revenue that would be less
than Options Regulatory Cost, which is consistent with the practice
across the options industry and the view of the Commission that
regulatory fees be used for regulatory purposes and not to support the
Exchange's business side. The Exchange has determined to increase its
ORF because it has been under collecting for a few years. Initially, BX
did not adopt an ORF as a new market in 2012. BX adopted its ORF on
February 1, 2016 and amended its ORF such that the current rate of
$0.0005 per contract side has been in effect since August 1, 2017.
Thereafter, the Exchange did not amend its ORF until 2024 when it
proposed to revamp the current process of assessing and collecting
ORF.\27\ Today, BX's ORF remains at the 2017 rate. The proposed
increase is reasonable as it would offset the anticipated Options
Regulatory Cost in line with other options exchanges that are
collecting at a higher rate and some new options markets which
collected ORF from the first day of trading, while still not exceeding
a material portion of Options Regulatory Cost. As noted above, the
Exchange will also continue to monitor on a monthly basis so that ORF
Regulatory Revenue, in combination with its other regulatory fees and
fines, does not exceed Options Regulatory Cost. If the Exchange
determines ORF Regulatory Revenue would exceed a material portion of
Options Regulatory Cost, the Exchange will reduce the ORF by submitting
a pricing change filing to the Commission.
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\27\ See supra note 14.
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The Exchange also believes the proposed fee change is equitable and
not unfairly discriminatory in that it is charged to all Participants
on all their transactions that clear in the customer range at the OCC.
The Exchange believes the ORF ensures fairness by assessing higher fees
to those Participants that require more Exchange regulatory services
based on the amount of customer options business they conduct.
Regulating customer trading activity is much more labor intensive and
requires greater expenditure of human and technical resources than
regulating non-customer trading activity, which tends to be more
automated and less labor-intensive. For example, there are costs
associated with main office and branch office examinations (e.g., staff
and travel expenses), as well as investigations into customer
complaints and the terminations of registered persons. As a result, the
costs associated with administering the customer component of the
Exchange's overall regulatory program are materially higher than the
costs associated with administering the non-customer component (e.g.,
proprietary transactions) of its regulatory program. Moreover, the
Exchange notes that it has broad regulatory responsibilities with
respect to its Participants' activities, irrespective of where their
transactions take place. Many of the Exchange's surveillance programs
for customer trading activity may require the Exchange to look at
activity across all markets, such as reviews related to position limit
violations and manipulation. Indeed, the Exchange cannot effectively
review for such conduct without looking at and evaluating activity
regardless of where it transpires. In addition to its own surveillance
programs, the Exchange also works with other exchanges on intermarket
surveillance related issues. Through its participation in the
Intermarket Surveillance Group (``ISG'') \28\ the Exchange shares
information and coordinates inquiries and investigations with other
exchanges designed to address potential intermarket manipulation and
trading abuses. Accordingly, there is a strong nexus between the ORF
and the Exchange's regulatory activities with respect to its
Participants' customer trading activity.
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\28\ ISG is an industry organization formed in 1983 to
coordinate intermarket surveillance among the self-regulatory
organizations by cooperatively sharing regulatory information
pursuant to a written agreement between the parties. The goal of the
ISG's information sharing is to coordinate regulatory efforts to
address potential intermarket trading abuses and manipulations.
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The Exchange's proposal to discontinue its June 2025 ORF is
reasonable because it has come to light that certain information
necessary for billing of ORF would not be available later in 2025. In
light of this information, the Exchange has been re-evaluating its ORF
model and plans to revamp the current process of assessing and
collecting ORF, which would be subject to, and described further in, a
future rule filing. Particularly, the Exchange anticipates moving to a
modified ORF model in which ORF would only be assessed to on-exchange
transactions and would continue to be assessed only to customers. At
this this time, the Exchange expects to continue assessing ORF as it
does today and will continue to ensure that ORF Regulatory Revenue, in
combination with its other regulatory fees and fines, does not exceed
Options Regulatory Cost. Until such time as the new ORF model is in
place, the Exchange believes that it is fair and reasonable to
temporarily raise the current rate under the existing ORF model to
allow BX to increase its current collection to offset Options
Regulatory Costs to maintain its regulatory budget.
The Exchange's proposal to discontinue its June 2025 ORF is
equitable and not unfairly discriminatory as the proposal would not
apply to any Participant.
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. This proposal does not create
an unnecessary or inappropriate intra-market burden on competition
because ORF applies to all customer activity, thereby raising ORF
Regulatory Revenue to offset Options Regulatory Cost. It also
supplements the regulatory revenue derived from non-customer activity.
The Exchange notes, however, the proposed change is not designed to
address any competitive issues. Indeed, this proposal does not create
an unnecessary or inappropriate inter-market burden on competition
because it is a regulatory fee that supports regulation in furtherance
of the purposes of the Act. The Exchange is obligated to ensure that
the amount of ORF Regulatory Revenue collected from
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the ORF, in combination with its other regulatory fees and fines, does
not exceed Options Regulatory Cost.
Further, no Participant would be subject to the June 2025 ORF as a
result of this proposal.
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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \29\ and paragraph (f)(2) of Rule 19b-4 \30\
thereunder.
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\29\ 15 U.S.C. 78s(b)(3)(A).
\30\ 17 CFR 240.19b-4(f)(2).
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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 will 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-BX-2025-009 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-2025-009. 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 (https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-BX-2025-009 and should be
submitted on or before June 4, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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\31\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08457 Filed 5-13-25; 8:45 am]
BILLING CODE 8011-01-P