Notice2022-17220
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 11, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 154 (Thursday, August 11, 2022)</title>
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[Federal Register Volume 87, Number 154 (Thursday, August 11, 2022)]
[Notices]
[Pages 49620-49624]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-17220]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95433; File No. SR-MEMX-2022-22]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule
August 5, 2022.
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 July 29, 2022, 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 the Exchange's fee schedule applicable to Members \3\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). The
Exchange proposes to implement the changes to the Fee Schedule pursuant
to this proposal on August 1, 2022. The text of the proposed rule
change is provided in Exhibit 5.
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\3\ See Exchange Rule 1.5(p).
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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 purpose of the proposed rule change is to amend the Fee
Schedule to: (i) modify the required criteria under the Step-Up
Additive Rebate; (ii) modify the required criteria under the Liquidity
Removal Tier 1; and (iii) increase the rebate for executions of all
orders in securities priced below $1.00 per share that add displayed
liquidity to the Exchange (``Added Displayed Sub-Dollar Volume'').
The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly available information, no single registered equities exchange
currently has more than approximately 15.5% of the total market share
of executed volume of equities trading.\4\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange
possesses significant pricing power in the execution of order flow, and
the Exchange currently represents approximately 3.5% of the overall
market share.\5\ The Exchange in particular operates a ``Maker-Taker''
model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met. Tiered pricing provides an
incremental incentive for Members to strive for higher tier levels,
which provides increasingly higher benefits or discounts for satisfying
increasingly more stringent criteria.
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\4\ Market share percentage calculated as of July 28, 2022. The
Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\5\ Id.
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Step-Up Additive Rebate
The Exchange currently offers the Step-Up Additive Rebate under
which the Exchange provides an additive rebate of $0.0002 per share
that is in addition to the otherwise applicable rebate for a qualifying
Member's executions of certain orders in securities
[[Page 49621]]
priced at or above $1.00 per share that add displayed liquidity to the
Exchange (``Added Displayed Volume'').\6\ Currently, a Member qualifies
for the Step-Up Additive Rebate by achieving one of the following two
alternative criteria: (1) a Step-Up ADAV \7\ (excluding Retail Orders)
from April 2022 that is equal to or greater than 0.07% of the TCV; \8\
or (2) an ADAV that is equal to or greater than 0.70% of the TCV. Now,
the Exchange proposes to modify the required criteria such that a
Member would now qualify for the Step-Up Additive Rebate by achieving
one of the following two alternative criteria: (1) a Step-Up ADAV
(excluding Retail Orders) from April 2022 that is equal to or greater
than 0.07% of the TCV; or (2) a Step-Up ADAV from July 2022 that is
equal to or greater than 0.05% of the TCV and an ADAV that is equal to
or greater than 0.30% of the TCV.
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\6\ The Step-Up Additive Rebate applies to all executions of
Added Displayed Volume, except: (i) orders that establish the
national best bid or offer (``NBBO'') if such Member qualifies for
the Exchange's NBBO Setter Tier; or (ii) Retail Orders. ``Retail
Order'' means an agency or riskless principal order that meets the
criteria of FINRA Rule 5320.03 that originates from a natural person
and is submitted to the Exchange by a Retail Member Organization,
provided that no change is made to the terms of the order with
respect to price or side of market and the order does not originate
from a trading algorithm or any other computerized methodology. See
Exchange Rule 11.21(a).
\7\ As set forth on the Fee Schedule, ``ADAV'' means the average
daily added volume calculated as the number of shares added per day,
which is calculated on a monthly basis, and ``Step-Up ADAV'' means
ADAV in the relevant baseline month subtracted from current ADAV.
\8\ As set forth on the Fee Schedule, ``TCV'' means total
consolidated volume calculated as the volume reported by all
exchanges and trade reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
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Thus, the proposed change would keep one of the two alternative
criteria (i.e., the April 2022 Step-Up ADAV threshold) intact and
replace the other of such alternative criteria (i.e., the overall ADAV
threshold) with a new alternative criteria that includes an overall
ADAV threshold that is lower than the existing overall ADAV threshold
being replaced, as well as a July 2022 Step-Up ADAV threshold. The
proposed new alternative criteria is intended to encourage additional
Members to strive to qualify for the Step-Up Additive Rebate by
providing a new alternative criteria that includes a lower overall ADAV
threshold than before, which is easier to achieve, as well a reasonable
July 2022 Step-Up ADAV threshold, each of which is designed to
encourage the submission of additional liquidity-adding orders to the
Exchange. While the Exchange has no way of predicting with certainty
how the proposed new criteria will impact Member activity, the Exchange
expects that more Members will strive to qualify for such tier than
currently do, resulting in the submission of additional order flow to
the Exchange. The Exchange is not proposing to change the rebate
provided under the Step-Up Additive Rebate.
Liquidity Removal Tier 1
The Exchange currently charges a standard fee of $0.0030 per share
for executions of orders in securities priced at or above $1.00 per
share that remove liquidity from the Exchange (``Removed Volume''). The
Exchange also currently offers Liquidity Removal Tier 1 under which
qualifying Members are charged a discounted fee of $0.0029 per share
for executions of Removed Volume by achieving one of the following two
alternative criteria: (1) a Remove ADV \9\ that is equal to or greater
than 0.30% of the TCV and a Step-Up ADAV from April 2022 that is equal
to or greater than 0.10% of the TCV; or (2) an ADV that is equal to or
greater than 1.00% of the TCV. Now, the Exchange proposes to modify the
required criteria such that a Member would now qualify for Liquidity
Removal Tier 1 by achieving one of the following two alternative
criteria: (1) an ADV that is equal to or greater than 0.45% of the TCV
and an ADAV that is equal to or greater than 0.20% of the TCV; or (2)
an ADV that is equal to or greater than 1.00% of the TCV.
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\9\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day, which is calculated on a monthly basis, and
``Remove ADV'' means ADV with respect to orders that remove
liquidity.
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Thus, the proposed change would keep one of the two alternative
criteria (i.e., the overall ADV threshold) intact and replace the other
of such alternative criteria (i.e., the Remove ADV and April 2022 Step-
Up ADAV thresholds) with a new alternative criteria that includes an
overall ADV threshold that is lower than the overall ADV threshold in
the other remaining alternative criteria, as well as an overall ADAV
threshold. As the proposed new alternative criteria is based on overall
ADV and ADAV thresholds, it is intended to encourage Members to
maintain or increase their order flow, including liquidity-adding
orders, to the Exchange, thereby contributing to a deeper and more
liquid market to the benefit of all Members. The Exchange is not
proposing to change the fee charged under Liquidity Removal Tier 1.
Added Displayed Sub-Dollar Volume
The Exchange currently provides a rebate of 0.05% of the total
dollar value of the transaction for all executions of Added Displayed
Sub-Dollar Volume. This rebate applies to all Members, including those
that qualify for any of the Exchange's pricing tiers. Now, the Exchange
proposes to increase the rebate for all executions of Added Displayed
Sub-Dollar Volume to 0.10% of the total dollar value of the
transaction, which would similarly apply to all Members as the current
rebate for such executions does today.
The purpose of increasing the rebate for executions of Added
Displayed Sub-Dollar Volume is to incentivize Members to submit
additional orders of Added Displayed Sub-Dollar Volume to the Exchange.
The Exchange notes that overall volumes in sub-dollar securities in the
U.S. equities market have had significant increases at certain times,
however, the Exchange's volumes in these securities have been
disproportionately lower than certain other venues, relative to the
overall market share of the Exchange and such other venues, during
these times. Thus, the Exchange's proposal to increase the rebate for
executions of Added Displayed Sub-Dollar Volume is designed to
encourage the submission of additional orders in sub-dollar securities
to the Exchange in order to bring the Exchange's volumes in such
securities in line with its overall market share in a manner that
deepens liquidity and promotes price discovery in such securities to
the benefit of all Members.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\10\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among its Members and other persons using its facilities
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\10\ 15 U.S.C. 78f.
\11\ 15 U.S.C. 78f(b)(4) and (5).
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As discussed above, the Exchange operates in a highly fragmented
and competitive market in which market participants can readily direct
order flow to competing venues if they deem fee levels at a particular
venue to be excessive or incentives to be insufficient, and the
Exchange represents only a small percentage of the overall market. The
Commission and the courts have repeatedly expressed
[[Page 49622]]
their preference for competition over regulatory intervention in
determining prices, products, and services in the securities markets.
In Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and also recognized that
current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \12\
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\12\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow or discontinue to reduce use of certain categories of
products, in response to new or different pricing structures being
introduced into the market. Accordingly, competitive forces constrain
the Exchange's transaction fees and rebates, and market participants
can readily trade on competing venues if they deem pricing levels at
those other venues to be more favorable. The Exchange believes the
proposal reflects a reasonable and competitive pricing structure
designed to incentivize market participants to direct additional order
flow, including Added Displayed Sub-Dollar Volume and other liquidity-
adding orders, to the Exchange, which the Exchange believes would
promote price discovery and enhance liquidity and market quality on the
Exchange to the benefit of all Members.
The Exchange notes that volume-based incentives and discounts have
been widely adopted by exchanges, including the Exchange, and are
reasonable, equitable and not unfairly discriminatory because they are
open to all members on an equal basis and provide additional benefits
or discounts that are reasonably related to the value to an exchange's
market quality associated with higher levels of market activity, such
as higher levels of liquidity provision and/or growth patterns, and the
introduction of higher volumes of orders into the price and volume
discovery process. The Exchange believes that the Step-Up Additive
Rebate and Liquidity Removal Tier 1, as modified by the proposed
changes to the required criteria under such tiers, are reasonable,
equitable and not unfairly discriminatory for these same reasons, as
such tiers would continue to provide Members with incremental
incentives to achieve certain volume thresholds on the Exchange, are
available to all Members on an equal basis, and, as described above,
are designed to encourage Members to maintain or increase their order
flow, including liquidity-adding orders, to the Exchange in order to
qualify for an additive rebate for executions of Added Displayed Volume
or a discounted fee for executions of Removed Volume, respectively,
thereby contributing to a deeper and more liquid market to the benefit
of all Members. The Exchange also believes that the proposed changes to
the required criteria under such tiers reflect a reasonable and
equitable allocation of fees and rebates because the Exchange believes
that the additive rebate for executions of Added Displayed Volume under
the Step-Up Additive Rebate and the fee for executions of Removed
Volume under Liquidity Removal Tier 1 each remain commensurate with the
corresponding required criteria under the applicable tier, and are
reasonably related to the market quality benefits that the applicable
tier is designed to achieve.
The Exchange believes that the proposed increased rebate for
executions of Added Displayed Sub-Dollar Volume is reasonable,
equitable, and non-discriminatory because it would further incentivize
Members to submit displayed liquidity-adding orders in sub-dollar
securities to the Exchange, which would deepen liquidity and promote
price discovery in such securities to the benefit of all Members, and
such rebate would continue to apply equally to all executions of Added
Displayed Sub-Dollar Volume for all Members. The Exchange further
believes that the proposed increased rebate is reasonable because at
least one other exchange provides rebates for executions of liquidity-
adding orders in sub-dollar securities that are lower than, equal to,
and higher than the proposed rebate.\13\
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\13\ See the NYSE Arca, Inc. equities trading fee schedule on
its public website (available at <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf</a>), which
reflects a standard rebate of 0.0% of the total dollar value of the
transaction for liquidity-adding transactions in securities priced
below $1.00 per share and also reflects tiered rebates for such
transactions ranging from 0.05% to 0.15% of the total dollar value
of the transaction based on a participant achieving certain volume
thresholds.
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For the reasons discussed above, the Exchange submits that the
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of
the Act \14\ in that it provides for the equitable allocation of
reasonable dues, fees and other charges among its Members and other
persons using its facilities and is not designed to unfairly
discriminate between customers, issuers, brokers, or dealers. As
described more fully below in the Exchange's statement regarding the
burden on competition, the Exchange believes that its transaction
pricing is subject to significant competitive forces, and that the
proposed fees and rebates described herein are appropriate to address
such forces.
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\14\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will result in any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the proposal is intended to incentivize market participants to direct
additional order flow, including Added Displayed Sub-Dollar Volume and
other liquidity-adding orders, to the Exchange, thereby promoting price
discovery and enhancing liquidity and market quality on the Exchange to
the benefit of all Members. As a result, the Exchange believes the
proposal would enhance its competitiveness as a market that attracts
actionable orders, thereby making it a more desirable destination venue
for its customers. For these reasons, the Exchange believes that the
proposal furthers the Commission's goal in adopting Regulation NMS of
fostering competition among orders, which promotes ``more efficient
pricing of individual stocks for all types of orders, large and
small.'' \15\
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\15\ See supra note 12.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
incentivize Members to submit additional order flow, including Added
Displayed Sub-Dollar Volume and other liquidity-adding orders, to the
Exchange, thereby promoting price discovery and enhancing liquidity and
market quality on the Exchange to the benefit of all Members, as well
as enhancing the attractiveness of the Exchange as a trading venue,
which the Exchange believes, in turn, would continue to encourage
market participants to direct additional order flow to the Exchange.
Greater liquidity benefits all Members by providing more trading
opportunities and encourages Members to send additional orders to the
Exchange, thereby contributing to robust levels of liquidity, which
benefits all market participants. The opportunity to qualify for the
proposed new alternative criteria under the Step-Up
[[Page 49623]]
Additive Rebate and Liquidity Removal Tier 1, and thus receive the
corresponding additive rebate for executions of Added Displayed Volume
or pay the discounted fee for Removed Volume, respectively, would
continue to be available to all Members that meet the associated volume
requirements in any month. As described above, the Exchange believes
that the proposed new required criteria under each such tier are
commensurate with the corresponding fee or rebate under such tier and
are reasonably related to the enhanced liquidity and market quality
that such tier is designed to promote. For the foregoing reasons, the
Exchange believes the proposed changes would not impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
As noted above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 15 other equities exchanges and numerous alternative
trading systems and other off-exchange venues. As noted above, no
single registered equities exchange currently has more than
approximately 15.5% of the total market share of executed volume of
equities trading. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. Moreover, the Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order
flow or discontinue to reduce use of certain categories of products, in
response to new or different pricing structures being introduced into
the market. Accordingly, competitive forces constrain the Exchange's
transaction fees and rebates, including with respect to executions of
Added Displayed Volume, Removed Volume, and Added Displayed Sub-Dollar
Volume, and market participants can readily choose to send their orders
to other exchange and off-exchange venues if they deem fee levels at
those other venues to be more favorable. As described above, the
proposed changes represent a competitive proposal through which the
Exchange is seeking to encourage additional order flow to the Exchange
through an increased rebate and volume-based tiers, which have been
widely adopted by exchanges, including the Exchange. Accordingly, the
Exchange believes the proposal would not burden, but rather promote,
intermarket competition by enabling it to better compete with other
exchanges that offer similar pricing incentives to market participants.
Additionally, the Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \16\ The fact
that this market is competitive has also long been recognized by the
courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows:
``[n]o one disputes that competition for order flow is `fierce.' . . .
As the SEC explained, `[i]n the U.S. national market system, buyers and
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders
for execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .''.\17\ Accordingly, the Exchange does not believe its
proposed pricing changes impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\16\ See supra note 12.
\17\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act \18\ and Rule 19b-4(f)(2) \19\ thereunder.
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\18\ 15 U.S.C. 78s(b)(3)(A)(ii).
\19\ 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 shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<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#057770696028666a6868606b7176457660662b626a73"><span class="__cf_email__" data-cfemail="f587809990d8969a9898909b8186b5869096db929a83">[email protected]</span></a>. Please include
File Number SR-MEMX-2022-22 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 Number SR-MEMX-2022-22. 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 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
[[Page 49624]]
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-2022-22 and should be submitted on or before September 1, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17220 Filed 8-10-22; 8:45 am]
BILLING CODE 8011-01-P
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