[Federal Register Volume 83, Number 19 (Monday, January 29, 2018)]
[Notices]
[Pages 4104-4108]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-01542]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82574; File No. SR-BX-2018-004]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Chapter 
IV, Section 3

January 23, 2018.
    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 January 16, 2018, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``SEC'' or ``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 proposes to amend Chapter IV, Section 3 (Criteria for 
Underlying Securities) to modify the criteria for listing an option on 
an underlying covered security.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqbx.cchwallstreet.com/, 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend Chapter IV, 
Section

[[Page 4105]]

3 to modify the criteria for listing options on an underlying security 
as defined in Section 18(b)(1)(A) of the Securities Act of 1933 
(hereinafter ``covered security'' or ``covered securities''). In 
particular, the Exchange proposes to modify Section 3(b)v.1) to permit 
the listing of an option on an underlying covered security that has a 
market price of at least $3.00 per share for the previous three 
consecutive business days preceding the date on which the Exchange 
submits a certificate to the Options Clearing Corporation (``OCC'') for 
listing and trading. The Exchange does not intend to amend any other 
criteria for listing options on an underlying security in Chapter IV, 
Section 3.
    This proposed rule change is identical to a recently-approved rule 
change by the Exchange's affiliate, Nasdaq PHLX LLC (``Phlx''), to its 
initial listing standards,\3\ and serves to align the rules of Phlx and 
the Exchange.
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    \3\ See Securities Exchange Act Release No. 82474 (January 9, 
2018) (SR-Phlx-2017-75) (Order Granting Approval of a Proposed Rule 
Change) (``Phlx Filing''). The Exchange, together with its 
affiliates, The Nasdaq Stock Market LLC (``Nasdaq'') and Nasdaq ISE, 
LLC (``ISE''), all of which are wholly owned subsidiaries of Nasdaq, 
Inc. (``Nasdaq HoldCo''), have filed identical rule change proposals 
based on the Phlx Filing.
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    Currently the underlying covered security must have a closing 
market price of $3.00 per share for the previous five consecutive 
business days preceding the date on which the Exchange submits a 
listing certificate to OCC. In the proposed amendment, the market price 
will still be measured by the closing price reported in the primary 
market in which the underlying covered security is traded, but the 
measurement will be the price over the prior three consecutive business 
day period preceding the submission of the listing certificate to OCC, 
instead of the prior five business day period.
    The Exchange acknowledges that the Options Listing Procedures Plan 
\4\ requires that the listing certificate be provided to OCC no earlier 
than 12:01 a.m. and no later than 11:00 a.m. (Chicago time) on the 
trading day prior to the day on which trading is to begin.\5\ The 
proposed amendment will still comport with that requirement. For 
example, if an initial public offering (``IPO'') occurs at 11 a.m. on 
Monday, the earliest date the Exchange could submit its listing 
certificate to OCC would be on Thursday by 12:01 a.m. (Chicago time), 
with the market price determined by the closing price over the three-
day period from Monday through Wednesday. The option on the IPO would 
then be eligible for trading on the Exchange on Friday. The proposed 
amendment would essentially enable options trading within four business 
days of an IPO becoming available instead of six business days (five 
consecutive days plus the day the listing certificate is submitted to 
OCC).
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    \4\ The Plan for the Purpose of Developing and Implementing 
Procedures Designed to Facilitate the Listing and Trading of 
Standardized Options Submitted Pursuant to Section 11a(2)(3)(B) of 
the Securities Exchange Act of 1934 (a/k/a the Options Listing 
Procedures Plan (``OLPP'')) is a national market system plan that, 
among other things, sets forth procedures governing the listing of 
new options series. See Securities Exchange Act Release No. 44521 
(July 6, 2001), 66 FR 36809 (July 13, 2001) (Order approving OLPP). 
The sponsors of OLPP include BX; OCC; BATS Exchange, Inc.; BOX 
Options Exchange LLC; C2 Options Exchange, Incorporated Chicago 
Board Options Exchange, Incorporated; EDGX Exchange Inc.; Miami 
International Securities Exchange, LLC; MIAX PEARL, LLC; Nasdaq PHLX 
LLC; The Nasdaq Stock Market LLC; Nasdaq GEMX, LLC; Nasdaq ISE, LLC; 
Nasdaq MRX, LLC; NYSE American, LLC; and NYSE Arca, Inc.
    \5\ See OLPP at page 3.
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    The Exchange's initial listing standards for equity options in 
Chapter IV, Section 3 (including the current price/time standard of 
$3.00 per share for five consecutive business days) are substantially 
similar to the initial listing standards adopted by other options 
exchanges.\6\ At the time the options industry adopted the ``look 
back'' period of five consecutive business days, it was determined that 
the five-day period was sufficient to protect against attempts to 
manipulate the market price of the underlying security and would 
provide a reliable test for stability.\7\ Surveillance technologies and 
procedures concerning manipulation have evolved since then to provide 
adequate prevention or detection of rule or securities law violations 
within the proposed time frame, and the Exchange represents that its 
existing trading surveillances are adequate to monitor the trading in 
the underlying security and subsequent trading of options on the 
Exchange.\8\
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    \6\ See, e.g., Phlx Rule 1009, Commentary .01.
    \7\ See Securities Exchange Act Release Nos. 47190 (January 15, 
2003), 68 FR 3072 (January 22, 2003) (SR-CBOE-2002-62); 47352 
(February 11, 2003), 68 FR 8319 (February 20, 2003) (SR-PCX-2003-
06); 47483 (March 11, 2003), 68 FR 13352 (March 19, 2003) (SR-ISE-
2003-04); 47613 (April 1, 2003), 68 FR 17120 (April 8, 2003) (SR-
Amex-2003-19); and 47794 (May 5, 2003), 68 FR 25076 (May 9, 2003) 
(SR-Phlx-2003-27).
    \8\ Such surveillance procedures generally focus on detecting 
securities trading subject to opening price manipulation, closing 
price manipulation, layering, spoofing or other unlawful activity 
impacting an underlying security, the option, or both. As it relates 
to IPOs, the Exchange has price movement alerts, unusual market 
activity and order book alerts active for all trading symbols. These 
real-time patterns are active for the new security as soon as the 
IPO begins trading. The Nasdaq MarketWatch group, which provides 
such real-time surveillance on the Exchange and its affiliated 
markets, monitors trading activity in IPOs to see whether the new 
issue moves substantially above or below the public offering price 
in the first day or several days of trading.
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    Furthermore, the Exchange notes that the scope of its surveillance 
program also includes cross market surveillance for trading that is not 
just limited to the Exchange. In particular, the Financial Industry 
Regulatory Authority (``FINRA''), pursuant to a regulatory services 
agreement, operates a range of cross-market equity surveillance 
patterns on behalf of the Exchange to look for potential manipulative 
behavior, including spoofing, algorithm gaming, marking the close and 
open, and momentum ignition strategies, as well as more general, 
abusive behavior related to front running, wash sales, quoting/routing, 
and Reg SHO violations. These cross-market patterns incorporate 
relevant data from various markets beyond the Exchange and its 
affiliates, including data from the New York Stock Exchange (``NYSE'').
    Additionally for options, the Nasdaq Options Surveillance team 
utilizes an array of patterns that monitor manipulation of options, or 
manipulation of equity securities (regardless of venue) for the purpose 
of impacting options prices on any of the six Nasdaq HoldCo-operated 
options markets (i.e., mini-manipulation strategies). Surveillance 
coverage is initiated once options begin trading on any of Nasdaq 
HoldCo's six options markets, including the Exchange. Accordingly, the 
Exchange believes that the cross market surveillance performed by FINRA 
on behalf of the Exchange, coupled with Exchange staff's real-time 
monitoring of similarly violative activity on BX and its affiliated 
markets as described herein, reflects a comprehensive surveillance 
program that is adequate to monitor for manipulation of the underlying 
security and overlying option within the proposed three-day look back 
period.
    Furthermore, the Exchange notes that the proposed listing criteria 
would still require that the underlying security be listed on NYSE, the 
American Stock Exchange (now known as NYSE American), or the National 
Market System of The Nasdaq Stock Market (now known as the Nasdaq 
Global Market) (collectively, the ``Named Markets''), as provided for 
in the definition of ``covered security'' from Section 18(b)(1)(A) of 
the 1933 Act.\9\ Accordingly, the Exchange believes that the proposed 
rule change would still ensure that the underlying security meets the 
high listing standards of a Named Market, and would also ensure

[[Page 4106]]

that the underlying is covered by the regulatory protections (including 
market surveillance, investigation and enforcement) offered by these 
exchanges for trading in covered securities conducted on their 
facilities.
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    \9\ See 15 U.S.C. 77r(b)(1)(A).
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    In addition, The Nasdaq Stock Market LLC, the Exchange's affiliated 
listing market, had no cases within the past five years where an IPO-
related issue for which it had pricing information qualified for the 
$3.00 price requirement during the first three days of trading and did 
not qualify for the $3.00 price requirement during the first five 
days.\10\ In other words, none of these qualifying issues fell below 
the $3.00 threshold within the first three or five days of trading. As 
such, the Exchange believes that its existing surveillance program, 
coupled with its findings related to the IPO-related issues on Nasdaq 
as described herein, adequately address potential concerns regarding 
possible manipulation or price stability within the proposed timeframe.
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    \10\ There were over 750 IPO-related issues on Nasdaq within the 
past five years. Out of all of the issues with pricing information, 
there was only one issue that had a price below $3 during the first 
five consecutive business days. The Exchange notes, however, that 
Nasdaq allows for companies to list on the Nasdaq Capital Market at 
$2.00 or $3.00 per share in some instances, which was the case for 
this particular issue. See Nasdaq Rule 5500 Series for initial 
listing standards on the Nasdaq Capital Market.
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    The Exchange also believes that the proposed look back period can 
be implemented in connection with the other initial listing criteria 
for underlying covered securities. In particular, the Exchange 
recognizes that it may be difficult to verify the number of 
shareholders in the days immediately following an IPO due to the fact 
that stock trades generally clear within two business days (T+2) of 
their trade date and therefore the shareholder count will generally not 
be known until T+2.\11\ The Exchange notes that the current T+2 
settlement cycle was recently reduced from T+3 on September 5, 2017 in 
connection with the Commission's amendments to Exchange Rule 15c6-1(a) 
to adopt the shortened settlement cycle,\12\ and the look back period 
of three consecutive business days proposed herein reflects this 
shortened T+2 settlement period. As proposed, stock trades would clear 
within T+2 of their trade date (i.e., within three business days) and 
therefore the number of shareholders could be verified within three 
business days, thereby enabling options trading within four business 
days of an IPO (three consecutive business days plus the day the 
listing certificate is submitted to OCC).
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    \11\ The number of shareholders of record can be verified from 
large clearing agencies such as The Depository Trust and Clearing 
Corporation (``DTCC'') upon the settlement date (i.e., T+2).
    \12\ See Securities Exchange Act Release No. 78962 (September 
28, 2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities 
Transaction Settlement Cycle) (File No. S7-22-16).
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    Furthermore, the Exchange notes that it can verify the shareholder 
count with various brokerage firms that have a large retail customer 
clientele. Such firms can confirm the number of individual customers 
who have a position in the new issue. The earliest that these firms can 
provide confirmation is usually the day after the first day of trading 
(T+1) on an unsettled basis, while others can confirm on the third day 
of trading (T+2). The Exchange has confirmed with some of these 
brokerage firms who provide shareholder numbers to the Exchange that 
they are able to provide these numbers within T+2 after an IPO. For the 
foregoing reasons, the Exchange believes that basing the proposed three 
business day look back period on the T+2 settlement cycle would allow 
for sufficient verification of the number of shareholders.
    The proposed rule change will apply to all covered securities that 
meet the relevant criteria in Chapter IV, Section 3. Pursuant to 
Section 3(b), BX Regulation establishes guidelines to be considered in 
evaluating potential underlying securities for BX Options transactions. 
However, the fact that a particular security may meet the standards 
established by BX Regulation does not necessarily mean that it will be 
selected as an underlying security.\13\ As part of the established 
criteria, the issuer must be in compliance with any applicable 
requirements of the Act and the rules thereunder.\14\ Additionally, in 
considering the underlying security, BX Regulation relies on 
information made publicly available by the issuer and/or the markets in 
which the security is traded.\15\ The Exchange believes that these 
measures, together with its existing surveillance procedures, provide 
adequate safeguards in the review of any covered security that may meet 
the proposed criteria for consideration of the option within the 
timeframe contained in this proposal.
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    \13\ See Chapter IV, Section 3(b).
    \14\ See Chapter IV, Section 3(b)iii.
    \15\ See Chapter IV, Section 3(d).
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\16\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\17\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed changes to its listing 
standards for covered securities would allow the Exchange to more 
quickly list options on a qualifying covered security that has met the 
$3.00 eligibility price without sacrificing investor protection. As 
discussed above, the Exchange believes that its existing trading 
surveillances provide a sufficient measure of protection against 
potential price manipulation within the proposed three consecutive 
business day timeframe. The Exchange also believes that the proposed 
three consecutive business day timeframe would continue to be a 
reliable test for price stability in light of its findings that none of 
the IPO-related issues on Nasdaq within the past five years that 
qualified for the $3.00 per share price standard during the first three 
trading days fell below the $3.00 threshold during the fourth or fifth 
trading day. Furthermore, the established guidelines to be considered 
by the Exchange in evaluating the potential underlying securities for 
Exchange option transactions,\18\ together with existing trading 
surveillances, provide adequate safeguards in the review of any covered 
security that may meet the proposed criteria for consideration of the 
option within the proposed timeframe.
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    \18\ See notes 13-15 above.
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    In addition, the Exchange believes that basing the proposed 
timeframe on the T+2 settlement cycle adequately addresses the 
potential difficulties in confirming the number of shareholders of the 
underlying covered security. Having some of the largest brokerage firms 
that provide these shareholder counts to the Exchange confirm that they 
are able to provide these numbers within T+2 further demonstrates that 
the 2,000 shareholder requirement can be sufficiently verified within 
the proposed timeframe. For the foregoing reasons, the Exchange 
believes that the proposed amendments will remove and perfect the 
mechanism of a free and open market and a national market system by 
providing an avenue for investors to swiftly hedge their investment in 
the stock in a shorter amount of time than what is currently in 
place.\19\
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    \19\ This proposed rule change does not alter any obligations of 
issuers or other investors of an IPO that may be subject to a lock-
up or other restrictions on trading related securities.

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[[Page 4107]]

    Finally, it should be noted that a price/time standard for the 
underlying security was first adopted when the listed options market 
was in its infancy, and was intended to prevent the proliferation of 
options being listed on low-priced securities that presented special 
manipulation concerns and/or lacked liquidity needed to maintain fair 
and orderly markets.\20\ When options trading commenced in 1973, the 
Commission determined that it was necessary for securities underlying 
options to meet certain minimum standards regarding both the quality of 
the issuer and the quality of the market for a particular security.\21\ 
These standards, including a price/time standard, were imposed to 
ensure that those issuers upon whose securities options were to be 
traded were widely-held, financially sound companies whose shares had 
trading volume and float substantial enough so as not to be readily 
susceptible to manipulation.\22\ At that time, the Commission 
determined that the imposition of these standards was reasonable in 
view of the pilot nature of options trading and the limited experience 
of investors with options trading.\23\
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    \20\ See Securities Exchange Act Release No. 29628 (August 29, 
1991), 56 FR 43949-01 (September 5, 1991) (SR-AMEX-86-19; SR-CBOE-
86-15; SR-NYSE-86-20; SR-PSE-86-15; and SR-PHLX-86-21) (``1991 
Approval Order'') at 43949 (discussing the Commission's concerns 
when options trading initially commenced in 1973).
    \21\ See 1991 Approval Order at 43949.
    \22\ Id.
    \23\ Id.
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    Now more than 40 years later, the listed options market has evolved 
into a mature market with sophisticated investors. In view of this 
evolution, the Commission has approved various exchange proposals to 
relax some of these initial listing standards throughout the years,\24\ 
including reducing the price/time standard in 2003 from $7.50 per share 
for the majority of business days over a three month period to the 
current $3.00 per share/five business day standard (``2003 
Proposal'').\25\ It has been almost fifteen years since the Commission 
approved the 2003 Proposal, and both the listed options market and 
exchange technologies have continued to evolve since then. In this 
instance, Nasdaq is only proposing a modest reduction of the current 
five business day standard to three business days to correspond to the 
securities industry's move to a T+2 standard settlement cycle.\26\ The 
$3.00 per share standard and all other initial options listing criteria 
in Chapter IV, Section 3 will remain unchanged by this proposal. For 
the reasons discussed herein, the Exchange therefore believes that the 
proposed three business day period will be beneficial to the 
marketplace without sacrificing investor protections.
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    \24\ See e.g., 1991 Approval Order (modifying a number of 
initial listing criteria, including the reduction of the price/time 
standard from $10 per share each day during the preceding three 
calendar months to $7.50 per share for the majority of days during 
the same period).
    \25\ See note 7 above.
    \26\ See note 12 above.
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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. The proposed rule change 
reduces the number of days to list options on an underlying security, 
and is intended to bring new options listings to the marketplace 
quicker.

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \27\ and Rule 19b-4(f)(6) 
thereunder.\28\
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    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \29\ normally 
does not become operative for 30 days after the date of filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\30\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative upon filing. The Commission believes that waiving 
the 30-day operative delay is consistent with the protection of 
investors and the public interest as it will allow the Exchange to 
align its initial options listing standards with that of its 
affiliates, and the Exchange's proposal does not raise new issues. 
Accordingly, the Commission hereby waives the 30-day operative delay 
requirement and designates the proposed rule change as operative upon 
filing.\31\
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    \29\ 17 CFR 240.19b-4(f)(6).
    \30\ 17 CFR 240.19b-4(f)(6)(iii).
    \31\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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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 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BX-2018-004 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-2018-004. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements

[[Page 4108]]

with respect to the proposed rule change that are filed with the 
Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BX-2018-004, and should be submitted on 
or before February 20, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
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    \32\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01542 Filed 1-26-18; 8:45 am]
 BILLING CODE 8011-01-P


