Notice2021-26857
Self-Regulatory Organizations; MEMX LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Establish a Retail Midpoint Liquidity Program
Primary source
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Published
December 13, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 236 (Monday, December 13, 2021)</title>
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[Federal Register Volume 86, Number 236 (Monday, December 13, 2021)]
[Notices]
[Pages 70874-70878]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-26857]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93727; File No. SR-MEMX-2021-10]
Self-Regulatory Organizations; MEMX LLC; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To Establish a Retail Midpoint Liquidity Program
December 7, 2021.
I. Introduction
On August 18, 2021, MEMX LLC (``MEMX'' or ``Exchange'') filed with
the Securities and Exchange Commission (``Commission''), pursuant to
Section
[[Page 70875]]
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19b-4 thereunder,\2\ a proposed rule change to establish a Retail
Midpoint Liquidity Program (``Program''). The proposed rule change was
published for comment in the Federal Register on September 8, 2021.\3\
On October 19, 2021, the Commission designated a longer period within
which to approve the proposed rule change, disapprove the proposed rule
change, or institute proceedings to determine whether to disapprove the
proposed rule change.\4\ This order institutes proceedings under
Section 19(b)(2)(B) of the Exchange Act \5\ to determine whether to
approve or disapprove the proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 92844 (September 1,
2021), 86 FR 50411 (September 8, 2021).
\4\ See Securities Exchange Act Release No. 93383 (October 19,
2021), 86 FR 58964 (October 25, 2021).
\5\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change
The Exchange proposes to establish a Retail Midpoint Liquidity
Program to provide retail investors with enhanced price improvement
opportunities at the midpoint of the national best bid and offer
(``Midpoint Price'') against a limited group of liquidity providers on
the Exchange. Specifically, the Exchange proposes to allow Retail
Member Organizations (``RMOs'') to submit a new type of order on behalf
of retail investors that is designed to execute at the Midpoint Price
(a ``Retail Midpoint Order''). Contra-side liquidity would be provided
almost exclusively by a new order type, called a Retail Midpoint
Liquidity Order (``RML Order''), which any Exchange user would be
permitted to submit.\6\ The Exchange would permit users to elect
whether to have their RML Orders count towards a new Retail Liquidity
Identifier, which MEMX would disseminate through its proprietary market
data feeds and the appropriate securities information processor
(``SIP'') when such elected RML Order interest aggregates to form at
least one round lot for a particular security.
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\6\ As discussed below, Retail Midpoint Orders also would
execute against displayable odd lot orders priced more aggressively
than the Midpoint Price and non-displayed orders priced more
aggressively than the Midpoint Price. Retail Midpoint Orders would
not be eligible to execute against other types of midpoint interest,
such as Midpoint Peg Orders (defined below).
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Defined Terms and the Retail Liquidity Identifier
Under the proposal, ``Retail Midpoint Order'' would be defined as a
Retail Order submitted by an RMO that is a Pegged Order \7\ with a
Midpoint Peg \8\ instruction (``Midpoint Peg Order'') and that is only
eligible to execute against RML Orders and other orders priced more
aggressively than the Midpoint Price through the execution process
described in proposed Exchange Rule 11.22(c). As proposed, a Retail
Midpoint Order must have a time-in-force (``TIF'') instruction of
IOC.\9\ Further, an ``RML Order'' would be defined as a Midpoint Peg
Order that is only eligible to execute against Retail Midpoint Orders
through the execution process described in proposed Exchange Rule
11.22(c). As proposed, an RML Order must have a TIF instruction of
Day,\10\ RHO,\11\ or GTT \12\ and may not include a Minimum Execution
Quantity \13\ instruction. According to the Exchange, the purpose of
limiting Retail Midpoint Orders and RML Orders to interacting with each
other (subject to the exception of Retail Midpoint Orders being
eligible to execute against other orders priced more aggressively than
the Midpoint Price) is that the proposed Program is designed to provide
a mechanism whereby liquidity-providing users can provide price-
improving liquidity at the Midpoint Price specifically to retail
investors, and liquidity-removing RMOs submitting orders on behalf of
retail investors can interact with such price-improving liquidity at
the Midpoint Price ``in a deterministic manner.'' \14\
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\7\ Pegged Orders are described in Exchange Rules 11.6(h) and
11.8(c) and generally defined as an order that is pegged to a
reference price and automatically re-prices in response to changes
in the national best bid and offer.
\8\ A Midpoint Peg instruction is an instruction that may be
placed on a Pegged Order that instructs the Exchange to peg the
order to the Midpoint Price. See Exchange Rule 11.6(h)(2).
\9\ ``IOC'' is an instruction the user may attach to an order
stating the order is to be executed in whole or in part as soon as
such order is received, and the portion not executed immediately on
the Exchange or another trading center is treated as cancelled and
is not posted to the MEMX Book. See Exchange Rule 11.6(o)(1). The
term ``MEMX Book'' refers to the MEMX system's electronic file of
orders. See Exchange Rule 1.5(q).
\10\ See Exchange Rule 11.6(o)(2).
\11\ See Exchange Rule 11.6(o)(5).
\12\ See Exchange Rule 11.6(o)(4).
\13\ See Exchange Rule 11.6(f).
\14\ See Notice, supra note 3, at 50413.
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The Exchange proposes to disseminate a Retail Liquidity Identifier
through the Exchange's proprietary market data feeds, MEMOIR Depth \15\
and MEMOIR Top,\16\ and the appropriate SIP when designated \17\ RML
Order interest, aggregated to form at least one round lot for a
particular security, is available, provided that such designated RML
Order interest is resting at the Midpoint Price \18\ and is priced at
least $0.001 better than the national best bid (``NBB'') or national
best offer (``NBO'').\19\ The Retail Liquidity Identifier would reflect
the symbol and the side (buy and/or sell) of the designated RML Order
interest but would not include the price or size.\20\ The Exchange
proposes that a user may, but is not required to, designate an RML
Order to be identified as RML Order interest for purposes of the Retail
Liquidity Identifier pursuant to proposed Exchange Rule 11.22(b).\21\
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\15\ See Exchange Rule 13.8(a).
\16\ See Exchange Rule 13.8(b).
\17\ The term ``designated'' indicates that users submitting RML
Orders have the option to either include their RML Orders in the
Retail Liquidity Identifier or not. See also infra note 21 and
accompanying text.
\18\ The Exchange notes that an RML Order could have a limit
price that is less aggressive than the Midpoint Price in which case
it would not be eligible to trade with an incoming Retail Midpoint
Order and therefore would not be included for purposes of Retail
Liquidity Identifier dissemination since it would not reflect
interest available to trade with Retail Midpoint Orders. See Notice,
supra note 3, at 50414.
\19\ The Exchange explains that because RML Orders are proposed
to be only Midpoint Peg Orders, they will always represent at least
$0.001 price improvement over the NBB or NBO, with two exceptions:
(1) In a locked or crossed market; and (2) a sub-dollar security
when the security's spread is less than $0.002. See id. The Exchange
would only disseminate the Retail Liquidity Identifier for sub-
dollar securities if the spread in the security is greater than or
equal to $0.002, meaning the Midpoint Price represents at least
$0.001 price improvement over the NBB or NBO. See id.
\20\ As such, the Exchange explains that it would remove the
Retail Liquidity Identifier previously disseminated through the
MEMOIR Depth and MEMOIR Top data products and through the
appropriate SIP after executions against Retail Midpoint Orders have
depleted the available designated RML Order interest such that the
remaining designated RML Order interest does not aggregate to form
at least one round lot, or in situations where there is no
actionable RML Order interest (such as when the market is locked or
crossed), in order to indicate to market participants that there is
no longer designated RML Order interest of at least one round lot
available. See id.
\21\ Under Exchange Rule 11.8(c)(3), Pegged Orders, including
Midpoint Peg Orders, are not eligible to include a Displayed
instruction; however, as proposed, an RML Order would be eligible to
include a Displayed instruction, which would be for the sole purpose
of indicating to the Exchange that the user has designated the RML
Order to be identified as RML Order interest for purposes of the
Retail Liquidity Identifier pursuant to proposed Exchange Rule
11.22(b), and inclusion of the Displayed instruction would not
indicate to the Exchange that the RML Order is to be displayed by
the MEMX system on the MEMX Book. See id. at 50413 n.18. A user
would be able to designate RML Order interest for this purpose on an
order-by-order basis or on a port-by-port basis. See id. at 50413.
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Priority and Order Execution
Proposed Exchange Rule 11.22(c) would set forth the execution
priority rules for the Program.\22\ Proposed
[[Page 70876]]
Exchange Rule 11.22(c)(1) states that Retail Midpoint Orders and RML
Orders would only execute at the Midpoint Price. Proposed Exchange Rule
11.22(c)(3) states that Retail Midpoint Orders would execute against
RML Orders in time priority in accordance with Exchange Rule 11.10,
except that RML Orders designated to be included in the Retail
Liquidity Identifier would have priority over RML Orders that are not
so designated. Thus, as proposed, because Retail Midpoint Orders are
only eligible to execute against RML Orders and orders priced more
aggressively than the Midpoint Price, other types of orders resting at
the Midpoint Price that may be present on MEMX (including those with
time priority over an RML Order) would not be allowed to execute
against a Retail Midpoint Order and retail investors would not get the
benefit of being able to access that additional midpoint liquidity
through the Retail Midpoint Order type.
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\22\ In addition to the rule text explaining the Program's
priority rules, proposed Exchange Rule 11.22(c) also provides two
examples to further demonstrate how these priority rules would
operate.
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Proposed Exchange Rule 11.22(c)(2) provides that if there is: (A) A
Limit Order \23\ of Odd Lot \24\ size that is displayed by the MEMX
system (``Displayed Odd Lot Order'') and that is priced more
aggressively than the Midpoint Price and/or (B) an order that is not
displayed by the MEMX system (``Non-Displayed Order'') and that is
priced more aggressively than the Midpoint Price, resting on the MEMX
Book, an incoming Retail Midpoint Order would first execute against any
such orders pursuant to the Exchange's standard price/time priority in
accordance with Exchange Rule 11.9 and Exchange Rule 11.10 before
executing against resting RML Orders.\25\ Proposed Exchange Rule
11.22(c)(2) further provides that any such executions would be at the
Midpoint Price irrespective of the prices at which such Displayed Odd
Lot Orders and/or Non-Displayed Orders were ranked by the MEMX system
on the MEMX Book. Thus, as proposed, any additional price improvement
over the Midpoint Price would not accrue to the retail investor's
Retail Midpoint Order but rather would accrue to the Displayed Odd Lot
Order or Non-Displayed Order because those orders would execute at the
Midpoint Price, which is less aggressive than the price at which they
were resting on the MEMX Book.
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\23\ See Exchange Rule 11.8(b).
\24\ See Exchange Rule 11.6(q)(2).
\25\ The Exchange states that Displayed Odd Lot Orders and Non-
Displayed Orders are the only types of orders that could rest on the
MEMX Book at a price that is more aggressive than the Midpoint
Price, as any displayed buy (sell) order that is at least one round
lot in size would be eligible to form the NBB (NBO). See Notice,
supra note 3, at 50415 n.37; Exchange Rule 1.5(z).
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III. Proceedings To Determine Whether To Approve or Disapprove SR-MEMX-
2021-10 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \26\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the issues involved. Rather, as described below, the
Commission seeks and encourages interested persons to provide comments
on the proposed rule change to inform the Commission's analysis of
whether to disapprove the proposed rule change.
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\26\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\27\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Sections
6(b)(5) \28\ and 6(b)(8) \29\ of the Act. Section 6(b)(5) of the Act
requires that the rules of a national securities exchange be designed,
among other things, to promote just and equitable principles of trade,
to remove impediments to and perfect the mechanism of a free and open
market and a national market system and, in general, to protect
investors and the public interest, and not be designed to permit unfair
discrimination between customers, issuers, brokers, or dealers. Section
6(b)(8) of the Exchange Act requires that the rules of a national
securities exchange not impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\27\ Id.
\28\ 15 U.S.C. 78f(b)(5).
\29\ 15 U.S.C. 78f(b)(8).
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice, in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on the following aspects of the proposal and asks
commenters to submit data where appropriate to support their views:
1. What are commenters' views on proposed Exchange Rule 11.22(c)(2)
and the treatment of orders priced more aggressively than the Midpoint
Price when executing against Retail Midpoint Orders? In allowing Retail
Midpoint Orders to first execute against orders on MEMX that are priced
more aggressively than the Midpoint Price, the Exchange states that it
seeks to ensure that the priority of more aggressively priced orders
over less aggressively priced orders is maintained on the Exchange,
consistent with Exchange Rule 11.9.\30\ However, the Exchange proposes
that Retail Midpoint Orders execute against any such Displayed Odd Lot
Orders and/or Non-Displayed Orders at the Midpoint Price instead of the
more aggressive prices at which such orders were ranked, which the
Exchange explains is ``because RMOs that submit Retail Midpoint Orders
to the Exchange are, by selecting an order type that is specifically
limited to executing at the Midpoint Price, expecting to receive an
execution at the Midpoint Price and not at any other price(s).'' \31\
The Exchange further states that it ``is proposing to address the needs
of RMOs that focus their Retail Order trading on receiving executions
at the Midpoint Price'' and explains that ``based on informal
discussions with market participants, the Exchange believes that there
are benefits associated with executing Retail Orders submitted to the
Exchange at one price level rather than multiple prices, such as
simplified record-keeping for retail investors and execution reporting
by RMOs.'' \32\ Aside from the benefits that may accrue to the RMO
(i.e., the broker-dealer handling the retail investor's order) under
the Exchange's proposal, the Exchange's proposal could deny the retail
investor a further opportunity for price improvement as it would
instead award that further price improvement to the resting Displayed
Odd Lot Orders and/or Non-Displayed Orders. What are commenters' views
on the Exchange's assertions and whether this aspect of the proposal
could harm retail investors?
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\30\ See Notice, supra note 3, at 50419.
\31\ See id. at 50415.
\32\ See id.
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2. What are commenters' views on proposed Exchange Rule 11.22(c)(2)
and (3), which would only allow Retail Midpoint Orders to execute
against RML Orders (and orders priced more aggressively than the
Midpoint Price) but would not allow Retail Midpoint Orders to execute
against other interest resting at the Midpoint Price, even if, for
[[Page 70877]]
example, those orders have time priority over the RML Order(s)? \33\ In
other words, the proposed rule would bypass a non-RML Midpoint Peg
Order with time priority to execute the Retail Midpoint Order against
an RML Order (which also is a Midpoint Peg Order, but one that is
``less aggressive'' in that it is not willing to trade with any
incoming order but instead is limited to only trading with retail
interest submitted as Retail Midpoint Orders). In its proposal, the
Exchange states that the ``Program is designed to incentivize RMOs to
submit Retail Midpoint Orders to the Exchange'' and that the Program
``is designed to facilitate the provision of meaningful price
improvement (i.e., at the Midpoint Price) for orders of retail
investors.'' \34\ However, the proposal would prohibit Retail Midpoint
Orders from interacting with non-RML Midpoint Peg Orders at the
Midpoint Price, thus potentially limiting retail investors'
opportunities to obtain meaningful price improvement, especially if RML
Order interest were of insufficient size to fill the Retail Midpoint
Order in full.\35\ What are commenters' views of the Exchange's
assertions? Do commenters believe that this aspect of the proposal
could possibly harm retail investors? Do commenters believe that
precluding executions of Retail Midpoint Orders against non-RML
Midpoint Peg Orders unfairly discriminates against such non-RML orders?
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\33\ As discussed above, certain non-RML Orders that are priced
more aggressively than the Midpoint Price (and thus have price
priority over RML Orders priced at the Midpoint Price) could
interact with Retail Midpoint Orders subject to the conditions
discussed above.
\34\ See Notice, supra note 3, at 50418.
\35\ The Exchange notes that it ``typically has resting non-
displayed liquidity priced to execute at the Midpoint Price.'' See
id. at 50419.
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3. The Exchange further states that it ``believes that it is
appropriate and consistent with the Act to structure its [Program] such
that Retail Midpoint Orders and RML Orders are only eligible to execute
against each other at the Midpoint Price, so that Retail Midpoint
Orders, which are entered on behalf of retail investors, receive price
improvement that is meaningful by definition, as they are guaranteed,
if executed, to execute at the Midpoint Price.'' \36\ Do commenters
agree with that assertion? Or would that same rationale apply if the
Exchange also allowed Retail Midpoint Orders to execute against non-RML
midpoint interest (because if the Exchange were to do so, Retail
Midpoint Orders also would be ``guaranteed, if executed, to execute at
the Midpoint Price'' when executing against such non-RML midpoint
interest)?
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\36\ See id. at 50418.
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4. The Exchange also states that it ``believes that introducing a
program that provides and encourages additional liquidity and price
improvement to Retail Orders, in the form of Retail Midpoint Orders
designed to execute at the Midpoint Price, is appropriate because
retail investors are typically less sophisticated than professional
market participants and therefore would not have the type of technology
to enable them to compete with such market participants.'' \37\ Do
commenters agree that Retail Midpoint Orders, if permitted to take
liquidity against resting non-RML midpoint interest, would be competing
with such market participants in a way that could negatively impact
retail investors?
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\37\ See id. at 50418-19.
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Under the Commission's Rules of Practice, the ``burden to
demonstrate that a proposed rule change is consistent with the [Act]
and the rules and regulations issued thereunder . . . is on the [SRO]
that proposed the rule change.'' \38\ The description of a proposed
rule change, its purpose and operation, its effect, and a legal
analysis of its consistency with applicable requirements must all be
sufficiently detailed and specific to support an affirmative Commission
finding,\39\ and any failure of an SRO to provide this information may
result in the Commission not having a sufficient basis to make an
affirmative finding that a proposed rule change is consistent with the
Act and the applicable rules and regulations.\40\ Moreover,
``unquestioning reliance'' on an SRO's representations in a proposed
rule change would not be sufficient to justify Commission approval of a
proposed rule change.\41\
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\38\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR
201.700(b)(3).
\39\ See id.
\40\ See id.
\41\ See Susquehanna Int'l Group, LLP v. Securities and Exchange
Commission, 866 F.3d 442, 446-47 (D.C. Cir. 2017) (rejecting the
Commission's reliance on an SRO's own determinations without
sufficient evidence of the basis for such determinations).
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The Commission believes it is appropriate to institute proceedings
to allow for additional consideration and comment on the issues raised
herein, any potential response to comments or supplemental information
provided by the Exchange, and any additional independent analysis by
the Commission.
IV. Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Sections 6(b)(5) and 6(b)(8), or any other provision of
the Act, or the rules and regulations thereunder. Although there do not
appear to be any issues relevant to approval or disapproval that would
be facilitated by an oral presentation of views, data, and arguments,
the Commission will consider, pursuant to Rule 19b-4, any request for
an opportunity to make an oral presentation.\42\
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\42\ Section 19(b)(2) of the Exchange Act, as amended by the
Securities Act Amendments of 1975, Public Law 94-29 (June 4, 1975),
grants the Commission flexibility to determine what type of
proceeding--either oral or notice and opportunity for written
comments--is appropriate for consideration of a particular proposal
by a self-regulatory organization. See Securities Act Amendments of
1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No.
75, 94th Cong., 1st Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by January 3, 2022. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
January 18, 2022.
Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#8cfef9e0e9a1efe3e1e1e9e2f8ffccffe9efa2ebe3fa"><span class="__cf_email__" data-cfemail="e99b9c858cc48a8684848c879d9aa99a8c8ac78e869f">[email protected]</span></a>. Please include
File Number SR-MEMX-2021-10 on the subject line.
Paper Comments
<bullet> 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 Numbers SR-MEMX-2021-10. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements
[[Page 70878]]
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 these filings 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 MEMX-2021-10 and should be submitted on or
before January 3, 2022. Rebuttal comments should be submitted by
January 18, 2022.
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\43\ 17 CFR 200.30-3(a)(57).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\43\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26857 Filed 12-10-21; 8:45 am]
BILLING CODE 8011-01-P
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