Notice2025-06255
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Equities Fee Schedule Concerning Additive Rebates
Primary source
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Published
April 14, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 70 (Monday, April 14, 2025)</title>
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[Federal Register Volume 90, Number 70 (Monday, April 14, 2025)]
[Notices]
[Pages 15600-15604]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-06255]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102789; File No. SR-MEMX-2025-09]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Equities Fee Schedule Concerning Additive Rebates
April 8, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\
[[Page 15601]]
notice is hereby given that on April 4, 2025, 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). As is
further described below, the Exchange proposes to adopt a new Tape C
Quoting Tier that provides an additive rebate for executions of orders
in Tape C securities priced at or above $1.00 per share that add
displayed liquidity to the Exchange, and reorganize the Fee Schedule to
present each additive rebate into a single pricing table. The Exchange
proposes to implement the changes to the Fee Schedule pursuant to this
proposal immediately. 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: (1) adopt a new Tape C Quoting Tier that provides an
additive rebate for executions of orders in Tape C securities \4\
priced at or above $1.00 per share that add displayed liquidity to the
Exchange (such orders, ``Added Displayed Volume''), and (2) re-organize
the Fee Schedule to include all of the Exchange's additive rebates into
a single table and make relevant corresponding updates to the ``Notes''
sections of the Fee Schedule; as further described below.\5\
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\4\ Tape C securities are those that are listed on Nasdaq.
\5\ The Exchange initially filed the proposed Fee Schedule
changes on March 31, 2025 (SR-MEMX-2025-08). On April 4, 2025, the
Exchange withdrew that filing and submitted this proposal.
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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 18 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 15.1% of the total market share
of executed volume of equities trading.\6\ 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 1.9% of the overall
market share.\7\ 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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\6\ Market share percentage calculated as of March 26, 2025. The
Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\7\ Id.
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Adoption of Tape C Quoting Tier
The Exchange proposes to adopt a new tier applicable to Member
participation in Tape C securities, referred to by the Exchange as the
Tape C Quoting Tier, in which the Exchange will provide an additive
rebate for executions of Added Displayed Volume (excluding Retail
Orders) in Tape C securities (such orders, ``Tape C Volume'') for
Members that qualify for the Tier by meeting certain quoting
requirements in Tape C securities. Under the proposed Tape C Quoting
Tier, the Exchange will provide an additive rebate of $0.0002 per share
for executions of Tape C Volume for a Member that qualifies for the
Tape C Quoting Tier by achieving an NBBO Time \8\ of at least 50% in an
average of at least 500 Tape C securities per trading day during the
month. The $0.0002 per share additive rebate will be provided in
addition to the rebate that is otherwise applicable to each of a
qualifying Members' orders that constitutes Tape C Volume (including a
rebate provided under another pricing tier/incentive).\9\ The Exchange
notes that the additive rebate will not apply to executions of orders
in Tape C securities priced below $1.00 per share.
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\8\ The term ``NBBO Time'' is currently defined on the Fee
Schedule as the aggregate of the percentage of time during regular
trading hours during which one of a Members' market participant
identifier (``MPIDs'') has a displayed order of at least one round
lot at the national best bid or the national best offer.
\9\ The proposed pricing for the Tape C Quoting Tier is referred
to by the Exchange on the Fee Schedule under the new description
``Tape C Quoting Tier'' with a Fee Code of ``c'' to be appended to
the otherwise applicable Fee Code assigned by the Exchange on the
monthly invoices for qualifying executions.
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The Exchange also proposes to exclude Tape C securities that have a
closing price less than $1.00 per share from its calculation of a
Member's NBBO Time in said security on that trading day, and it will
include this in a note under the Additive Rebates pricing table on the
Fee Schedule.\10\
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\10\ The Exchange emphasizes that apart from this exclusion that
is applicable only to the Tape C Quoting Tier, the otherwise
existing definitions related to calculating the quoting requirement
shall continue to apply. Specifically, as noted in the Definitions
section under the Transaction Fees Pricing Table: On a daily basis,
MEMX will determine the number of securities in which each of a
Member's MPIDs meets the quoting requirement for that day. MEMX will
aggregate the number of securities in which each of a Member's MPIDs
meets the quoting requirement to determine the number of securities
in which such Member meets the quoting requirement for that day,
provided that a single security in which more than one of such
Member's MPIDs meets the quoting requirement for that day will only
be counted once for this purpose. The quoting requirement with
respect to a security must be met by a single MPID and MEMX will not
aggregate the NBBO Time across all of a Member's MPIDs to determine
if the quoting requirement has been met.
In order to determine whether a Member meets the applicable
securities requirements during a month, the average number of
securities in which such Member meets the quoting requirement per
trading day during the month will be calculated by summing the
number of securities in which each of such Member's MPIDs met the
quoting requirement for each trading day during the month then
dividing the resulting sum by the total number of trading days in
the month.
With prior notice to the Exchange, a Member may aggregate the
quoting activity (but not the NBBO Time) of its MPIDs, consistent
with the above, with that of the MPIDs of other Members that
control, are controlled by, or are under common control with such
Member (as evidenced on such Member's Form BD).
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[[Page 15602]]
The proposed Tape C Quoting Tier is designed to encourage Members,
through the provision of an additive rebate for executions of Tape C
Volume, to promote price discovery and market quality by quoting at the
NBBO for a significant portion of each day in Tape C securities,
thereby benefitting the Exchange and investors by providing improved
trading conditions for all market participants through narrower bid-ask
spreads and increased depth of liquidity available at the NBBO in these
securities. The Exchange notes that the proposed Tape C Quoting Tier is
comparable to other quoting-based incentives and discounts, which have
been widely adopted by exchanges (including the Exchange), including
similar pricing incentives applicable to a specific set of
securities.\11\
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\11\ See, e.g., Securities Exchange Act Release No. 77846 (May
17, 2016) 81 FR 32356 (May 23, 2016) (SR-BatsBZX-2016-18) (Notice of
filing and immediate effectiveness of a proposed rule change to
Rules 15.1(a) and (c) in order to implement a Tape B Quoting Tier).
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New Additive Rebates Table
The proposed Tape C Quoting Tier will become the fourth additive
rebate currently offered to Members on the Exchange. The current
additive rebates include an NBBO Setter Tier, a Tape A Quoting Tier,
and a Tape B Volume Tier. Given the similarities between these Tiers,
the Exchange believes the presentation of these additive rebates in a
single table would be more efficient and easier for Members to read. As
such, the Exchange is proposing to re-organize the placement of these
existing Tiers within the Fee Schedule by deleting them from their
current locations and placing them in a table under the heading
``Additive Rebates'' along with the newly proposed Tape C Quoting Tier.
In making this non-substantive change, the Exchange will consolidate
and/or re-state the footnotes which previously followed each of the
NBBO Setter Tier, Tape A Quoting Tier, and Tape B Volume Tier pricing
tables as new footnotes under the Additive Rebates table. Specifically,
the Exchange proposes to delete the ``NBBO Setter Tier'' table, the
``Tape A Quoting Tier'' table, and the ``Tape B Volume Tier'' table
along with the accompanying footnote beneath each such table. The
Exchange proposes to create the ``Additive Rebates'' table with rows
corresponding to each of the NBBO Setter Tier, the Tape A Quoting Tier,
the Tape B Volume Tier, and the new Tape C Quoting Tier. The Exchange
does not propose any changes to the additive rebate amount or required
criteria for the previously existing NBBO Setter Tier, the Tape A
Quoting Tier, nor the Tape B Volume Tier. Further, the Exchange
proposes new footnotes to the ``Additive Rebates'' table which
consolidate or re-state the footnotes previously listed under the
former ``NBBO Setter Tier'' table, the ``Tape A Quoting Tier'' table,
and the ``Tape B Volume Tier'' table and which provide information
regarding the new Tape C Quoting Tier.
Lastly, the Exchange is proposing to delete ``Tape A Quoting Tier''
from the second Note under the Transaction Fees pricing table and
replace it with ``Additive Rebates'' to cover all current and future
Additive Rebates to which that note applies.\12\
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\12\ Specifically, this note indicates that the Exchange
excludes (1) any trading day that the Exchange's system experiences
a disruption that lasts for more than 60 minutes during regular
trading hours; (2) the day that Russell Investments reconstitutes
its family of indexes (i.e., the last Friday in June); (3) any day
that the MSCI Equities Indexes are rebalanced (i.e., on a quarterly
basis); (4) any day that the S&P 400, S&P 500, and S&P 600 Indexes
are rebalanced (i.e., on a quarterly basis); and (5) any day with a
scheduled early market close from its calculation of ADAV, ADV, TCV,
and for purposes of determining qualification of the Displayed
Liquidity Incentive and, as proposed, the Additive Rebates.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\13\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\14\ 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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\13\ 15 U.S.C. 78f.
\14\ 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 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.'' \15\
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\15\ 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 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 their order flow to the
Exchange, to enhance market quality in both a broad manner and in a
targeted manner with respect to Tape C securities, which the Exchange
believes would promote price discovery and enhance liquidity and market
quality on the Exchange to the benefit of all Members and market
participants.
The Exchange believes that the proposed change to adopt the Tape C
Quoting Tier that would provide an additive rebate for executions Tape
C Volume is reasonable because, as described above, such change is
designed to encourage Members to increase their order flow, including
in the form of displayed, NBBO-setting orders under the required
criteria, as applicable, to the Exchange, which the Exchange believes
would promote price discovery, enhance liquidity and market quality,
and contribute to a more robust and well balanced market ecosystem on
the Exchange to the benefit of all Members and market participants. In
addition, the Exchange believes that it is reasonable and consistent
with an equitable allocation of fees to pay a higher rebate for
executions of Tape C Volume to Members that qualify for the Tape C
Quoting Tier because of the additional commitment to market
[[Page 15603]]
quality reflected in the associated quoting requirements.
The Exchange notes that volume and quoting-based incentives (such
as tiers) 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 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. Furthermore, as noted above, the
proposed Tape C Quoting Tier is similar in structure and purpose to
pricing programs in place at other exchanges that are designed to
enhance market quality.\16\ Specifically, these programs provide a
higher and/or additive rebate for executions of a certain subset of
securities (i.e., Tape A, B, or C) that achieve minimum quoting
standards, including minimum quoting at the NBBO in a large number of
securities, generally, or certain designated securities, in particular.
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\16\ See supra note 11.
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The Exchange also believes that its reorganization of the Fee
Schedule to include the NBBO Setter Tier, Tape A Quoting Tier, and Tape
B Volume Tier in a single ``Additive Rebates'' table along with the
newly proposed Tape C Quoting Tier is reasonable, equitable and non-
discriminatory because combining these tiers into a single location
provides a more concise presentation of the information therein and
serves to make the Fee Schedule as clear and as easily understandable
as possible with respect to the requirements of the each of these
Additive Rebates.
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 \17\ 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 additive rebate described herein is appropriate to address
such forces.
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\17\ 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 enhance market quality on the Exchange in a
large number of securities, generally, and in Tape C securities in
particular, and to incentivize market participants to direct additional
order flow to the Exchange, thereby enhancing liquidity and market
quality on the Exchange to the benefit of all Members and market
participants. 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.'' \18\
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\18\ See supra note 15.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
incentivize Members to promote price discovery and market quality by
quoting at the NBBO for a significant portion of each day in Tape C
securities, thereby contributing to a deeper and more liquid market to
the benefit of all market participants and 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. The opportunity to qualify for
the Tape C Quoting Tier and thus receive the corresponding additive
rebate for executions of Tape C Volume would be available to all
Members that meet the associated criteria for the Tape C Quoting Tier
in any month. The Exchange believes that the proposed criteria for the
Tape C Quoting Tier is attainable for several Members that actively
quote on exchanges. As such, 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 17 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 15.1% 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, 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 change is a competitive proposal through
which the Exchange is seeking to encourage additional order flow and
quoting activity on the Exchange and to promote market quality through
pricing incentives that are comparable to incentives in place at other
exchanges.\19\ 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 incentives to
market participants that enhance market quality and/or achieve certain
quoting requirements.
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\19\ See supra note 11.
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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
[[Page 15604]]
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.'' \20\ 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' . . . .''.\21\ 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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\20\ See supra note 15.
\21\ 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 \22\ and Rule 19b-4(f)(2) \23\ thereunder.
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\22\ 15 U.S.C. 78s(b)(3)(A)(ii).
\23\ 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#d7a5a2bbb2fab4b8babab2b9a3a497a4b2b4f9b0b8a1"><span class="__cf_email__" data-cfemail="c4b6b1a8a1e9a7aba9a9a1aab0b784b7a1a7eaa3abb2">[email protected]</span></a>. Please include
file number SR-MEMX-2025-09 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-2025-09. 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="https://www.sec.gov/rules/sro.shtml">https://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
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-MEMX-2025-09 and should be
submitted on or before May 5, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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\24\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-06255 Filed 4-11-25; 8:45 am]
BILLING CODE 8011-01-P
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