[Federal Register Volume 84, Number 208 (Monday, October 28, 2019)]
[Notices]
[Pages 57795-57799]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23424]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87378; File No. SR-BOX-2019-30]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee 
Schedule on the BOX Options Market LLC (``BOX'') Facility for Complex 
Order Transactions

October 22, 2019.
    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 October 10, 2019, BOX Exchange LLC (the ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Exchange filed the 
proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,\3\ 
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is filing with the Securities and Exchange Commission 
(``Commission'') a proposed rule change to amend the Fee Schedule on 
the BOX Options Market LLC (``BOX'') facility. The text of the proposed 
rule change is available from the principal office of the Exchange, at 
the Commission's Public Reference Room and also on the Exchange's 
internet website at http://boxexchange.com.

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 Exchange proposes to amend the Fee Schedule for trading on BOX. 
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 one of 16 options venues to which market participants may 
direct their order flow. 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 fee changes. 
Accordingly, competitive forces constrain the Exchange's transaction 
fees, and market participant can readily trade on competing venues if 
they deem pricing levels at those other venues to be more favorable.

[[Page 57796]]

    In response to this competitive environment, the Exchange has 
established a Make/Take pricing model for Complex Orders which was 
intended to attract Complex Orders to the Exchange by offering market 
participants incentives (i.e. maker or taker credits) to submit their 
Complex Orders to the Exchange, which could result in greater overall 
liquidity on BOX, ultimately benefiting all Participants trading on the 
Exchange. These Make/Take pricing models have been accepted by both the 
Commission and the industry.\5\ The result of this structure is that a 
Participant does not know the fee it will be charged when submitting 
the Complex Order. Therefore, the Participant must recognize that it 
could be charged the highest applicable fee on the Exchange's Complex 
Order schedule, which may, instead be lowered or changed to a credit 
depending upon how the Complex Order interacts.
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    \5\ The ``Make/Take'' model is currently used by Nasdaq ISE LLC 
(``ISE') and NASDAQ PHLX LLC (``PHLX'').
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Proposal
    The Exchange proposes to adjust certain fees and credits within the 
Complex Order pricing structure. Specifically, the Exchange proposes to 
increase the maker and taker credits for Public Customers interacting 
with Professional Customers/Broker Dealers or Market Makers in both 
Penny and Non-Penny Pilot Classes. Here, the Exchange proposes to 
increase the credit Public Customers receive when interacting with 
Professional Customers, Broker Dealers or Market Makers, regardless of 
whether they are adding or removing liquidity to $0.50 from $0.35 
(Penny Pilot Classes) and to $0.90 from $0.70 (Non-Penny Pilot 
Classes).
    The Exchange also proposes to adjust the Maker credits and Taker 
fees for Professional Customers or Broker Dealers in both Penny Pilot 
and Non-Penny Pilot Classes. Specifically, when a Professional Customer 
or Broker Dealer interacts with a Public Customer in a Penny Pilot 
Class, the Exchange proposes to raise this fee to $0.50 from $0.45 for 
making liquidity and to $0.50 from $0.45 for taking liquidity. For Non-
Penny Pilot Classes, the Exchange proposes to raise the fees in this 
same type of interaction to $0.98 from $0.80 for making liquidity and 
to $0.98 from $0.80 for taking liquidity. For when a Professional 
Customer or Broker Dealer interacts with another Professional Customer 
or Broker Dealer in Penny Pilot Classes, the Exchange proposes to raise 
the credit for making liquidity to $0.30 from $0.10 and raise the fee 
for taking liquidity to $0.50 from $0.30. For Non-Penny Pilot Classes, 
the Exchange proposes to raise the fees and credits in this same type 
of interaction. Specifically, the Exchange proposes to raise the credit 
for making liquidity to $0.30 from $0.10 and increase the fee for 
taking liquidity to $1.00 from $0.45. For when a Professional Customer 
or Broker Dealer interacts with a Market Maker in Penny Pilot Classes, 
the Exchange proposes to raise the credit for making liquidity to $0.30 
from $0.10 and increase the fee for taking liquidity to $0.50 from 
$0.30. For Non-Penny Pilot Classes the Exchange proposes to raise the 
fees and credits in this same type of interaction. Specifically, the 
Exchange proposes to increase the credit for making liquidity to $0.30 
from $0.10 and increase the fee for taking liquidity to $1.00 from 
$0.45.
    The Exchange also proposes to adjust the Maker and Taker fees and 
credits for Market Makers in both Penny Pilot and Non-Penny Pilot 
Classes. Specifically, when a Market Maker interacts with a Public 
Customer in a Penny Pilot Class, the Exchange proposes to raise the fee 
to $0.50 from $0.40 for making liquidity and to $0.50 from $0.40 for 
taking liquidity. For Non-Penny Pilot Classes, the Exchange proposes to 
raise the fees in this same type of interaction to $0.98 from $0.75 for 
making liquidity and to $0.98 from $0.75 for taking liquidity. For when 
a Market Maker interacts with a Professional Customer or Broker Dealer 
in Penny Pilot Classes, the Exchange proposes to raise the credit for 
making liquidity to $0.30 from $0.10 and raise the fee for taking 
liquidity to $0.50 from $0.30. For Non-Penny Pilot Classes, the 
Exchange proposes to raise the fees and credits in this same type of 
interaction. Specifically, the Exchange proposes to raise the credit 
for making liquidity to $0.30 from $0.10 and increase the fee for 
taking liquidity to $1.00 from $0.45. For when a Market Maker interacts 
with another Market Maker in Penny Pilot Classes, the Exchange proposes 
to raise the credit for making liquidity to $0.30 from $0.10 and 
increase the fee for taking liquidity to $0.50 from $0.30. For Non-
Penny Pilot Classes, the Exchange proposes to raise the fees and 
credits in this same type of interaction. Specifically, the Exchange 
proposes to increase the credit for making liquidity to $0.30 from 
$0.10 and increase the fee for taking liquidity to $1.00 from $0.45.
    The revised Complex Order Pricing Structure will be as follows:

----------------------------------------------------------------------------------------------------------------
                                                        Penny pilot classes           Non-penny pilot classes
                                                 ---------------------------------------------------------------
         Account type             Contra party      Maker fee/      Taker fee/      Maker fee/      Taker fee/
                                                      credit          credit          credit          credit
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Public Customer...............  Public Customer.           $0.00           $0.00           $0.00           $0.00
                                Professional              (0.50)          (0.50)          (0.90)          (0.90)
                                 Customer/Broker
                                 Dealer.
                                Market Maker....          (0.50)          (0.50)          (0.90)          (0.90)
Professional Customer or        Public Customer.            0.50            0.50            0.98            0.98
 Broker Dealer.
                                Professional              (0.30)            0.50          (0.30)            1.00
                                 Customer/Broker
                                 Dealer.
                                Market Maker....          (0.30)            0.50          (0.30)            1.00
Market Maker..................  Public Customer.            0.50            0.50            0.98            0.98
                                Professional              (0.30)            0.50          (0.30)            1.00
                                 Customer/Broker
                                 Dealer.
                                Market Maker....          (0.30)            0.50          (0.30)            1.00
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[[Page 57797]]

    The Exchange next proposes to amend Section IV (Complex Order 
Transaction Fees) of the BOX Fee Schedule to establish a $0.12 per 
contract surcharge on any electronic non-Public Customer Complex Order 
that executes against an electronic Public Customer Complex Order (the 
``Complex Surcharge''). The Exchange notes that the proposed Complex 
Surcharge is consistent with charges imposed by other options 
exchanges.\6\
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    \6\ See NYSE American LLC (``NYSE American'') Fee Schedule 
(imposing a $0.12 per contract surcharge to certain complex orders). 
See also Miami Securities International Exchange, LLC (``MIAX'') fee 
schedule (imposing a $0.12 fee on certain complex orders).
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2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act, in general, and Section 
6(b)(4) and 6(b)(5)of the Act,\7\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among BOX Participants and other persons using its facilities 
and does not unfairly discriminate between customers, issuers, brokers 
or dealers.
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    \7\ 15 U.S.C. 78f(b)(4) and (5).
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Complex Order Transaction Fees
    The Exchange believes that amending the Complex Order pricing 
structure is reasonable, equitable and not unfairly discriminatory. The 
fee structure for Complex Order Transactions has been well received by 
Participants and the industry since it was adopted in 2016,\8\ and the 
Exchange believes it is now appropriate to adjust certain fees and 
credits in order to remain competitive with other options exchanges in 
the industry. As discussed above, the Complex Order fee structure is 
generally intended to attract order flow to the Exchange by offering 
all market participants incentives to submit their Complex Orders to 
the Exchange.
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    \8\ See Securities Exchange Act Release No. 77568 (April 8, 
2016), 81 FR 22151 (April 14, 2016) (SRBOX-2016-15.
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    The Exchange believes that the proposed increase in the amount of 
credits for Public Customer Complex Orders are reasonable. Under the 
proposed fee structure, Public Customers will either receive a $0.50 
credit for making or taking liquidity in Penny Pilot Classes when 
interacting with a Professional Customer, Broker Dealer or Market Maker 
or receive a $0.90 credit for making or taking liquidity in Non-Penny 
Pilot Classes when interacting with a Professional Customer, Broker 
Dealer or Market Maker. Public Customers will continue to be charged no 
fee when interacting with another Public Customer. The Exchange 
believes providing an increased credit and charging no fee to Public 
Customers for Complex Orders is equitable and not unfairly 
discriminatory. The securities markets generally, and BOX in 
particular, have historically aimed to improve markets for investors 
and develop various features within the market structure for Public 
Customer benefit. Accordingly, the Exchange believes that charging no 
fee or providing a credit for Public Customers is appropriate and not 
unfairly discriminatory. Public Customers are less sophisticated than 
other Participants and the proposed increased credit will help to 
attract a high level of Public Customer order flow to the BOX Book and 
create liquidity, which the Exchange believes will ultimately benefit 
all Participants trading on BOX.
    The Exchange also believes it is reasonable, equitable and not 
unfairly discriminatory to give Public Customers a credit when their 
Complex Order executes against a non-Public Customer and, accordingly, 
charge non-Public Customers a higher fee when their Complex Order 
executes against a Public Customer. As stated above, the Exchange aims 
to improve markets by developing features for the benefit of its Public 
Customers. Similar to the payment for order flow and other pricing 
models that have been adopted by the Exchange and other exchanges to 
attract Public Customer order flow, the Exchange increases fees to non-
Public Customers to provide incentives for Public Customers. The 
Exchange believes that providing incentives for Complex Orders by 
Public Customers is reasonable and, ultimately, will benefit all 
Participants trading on the Exchange by attracting Public Customer 
order flow.
    The Exchange believes that the proposed fees and credits for 
Professional Customers and Broker Dealers in Complex Orders are 
reasonable. Under the proposed fee structure, a Professional Customer 
or Broker Dealer making liquidity and interacting with a Public 
Customer will be charged $0.50 in Penny Pilot Classes and $0.98 in Non-
Penny Pilot Classes. Further, Professional Customers or Broker Dealers 
making liquidity and interacting with another Professional Customer, 
Broker Dealer or Market Maker will be credited $0.30 for Complex Orders 
in Penny Pilot Classes. If the Professional Customer or Broker Dealer 
is instead taking liquidity and interacting with another Professional 
Customer, Broker Dealer or Market Maker, they will be charged $0.50 for 
Complex Orders in Penny Pilot Classes. For Complex Orders in Non-Penny 
Pilot Classes, the Professional Customer or Broker Dealer will be 
charged $0.98 if the Complex Order interacts with a Public Customer's 
Complex Order in the Non-Penny Pilot Classes. Further, Professional 
Customers and Broker Dealers will be credited $0.30 when making 
liquidity in Non-Penny Pilot Classes and interacting with another 
Professional Customer, Broker Dealer or Market Maker. Lastly, 
Professional Customers and Broker Dealers taking liquidity in Non-Penny 
Pilot Classes will be charged $1.00 if the Complex Order interacts with 
a Professional Customer or Broker Dealer or a Market Maker.
    The Exchange believes that charging Professional Customers and 
Broker Dealers higher fees than Public Customers for Complex Orders is 
equitable and not unfairly discriminatory. Professional Customers, 
while Public Customers by virtue of not being Broker Dealers, generally 
engage in trading activity more similar to Broker Dealer proprietary 
trading accounts (submitting more than 390 standard orders per day on 
average). The Exchange believes that the higher level of trading 
activity from these Participants will draw a greater amount of BOX 
system resources than that of nonprofessional, Public Customers. 
Because this higher level of trading activity will result in greater 
ongoing operational costs, the Exchange aims to recover its costs by 
assessing Professional Customers and Broker Dealers higher fees for 
transactions.
    Finally, the Exchange believes that the proposed fees for Market 
Makers in Complex Orders are reasonable. Under the proposed fee 
structure, a Market Maker making or taking liquidity and interacting 
with a Public Customer will be charged $0.50 for Complex Orders in 
Penny Pilot Classes. A Market Maker making liquidity and interacting 
with a Professional Customer, Broker Dealer or Market Marker will be 
credited $0.30 for Complex Orders in both Penny Pilot Classes and Non-
Penny Pilot Classes. If the Market Maker is instead taking liquidity, 
for Complex Orders in Penny Pilot Classes it will be charged $0.50 if 
the Complex Order interacts with a Professional Customer or Broker 
Dealer or a Market Maker. For Market Maker Complex Orders making or 
taking liquidity and interacting with a Public Customer in Non-Penny 
Pilot Classes, the Market Maker will be charged $0.98. Further, Market 
Makers will be credited $0.30 when making liquidity in Non-Penny Pilot 
Classes and interacting with another Professional Customer or Broker

[[Page 57798]]

Dealer or Market Maker. Lastly, Market Makers taking liquidity in Non-
Penny Pilot Classes will be charged $1.00 if the Complex Order 
interacts with a Professional Customer or Broker Dealer or a Market 
Maker.
    The Exchange believes it is equitable and not unfairly 
discriminatory for BOX Market Makers to be assessed the same fees as 
Professional Customers and Broker Dealers as the proposed change will 
provide uniformity throughout the Complex Order pricing structure for 
non-Public Customers which will provide clarity and reduce investor 
confusion.
    The Exchange believes it is reasonable, equitable and not unfairly 
discriminatory for Professional Customers, Broker Dealers and Market 
Makers to be charged a higher fee for orders removing liquidity when 
compared to the credit they receive for orders that add liquidity. 
Giving a credit to Complex Orders that add liquidity will promote 
liquidity on the Exchange and ultimately benefit all participants on 
BOX. Further, the concept of incentivizing orders that add liquidity 
over orders that remove liquidity is commonly accepted within the 
industry as part of the ``Make/Take'' liquidity model.\9\
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    \9\ The ``Make/Take'' model is currently used by Nasdaq ISE LLC 
(``ISE') and NASDAQ PHLX LLC (``PHLX'').
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    Finally, the Exchange also believes it is reasonable to charge 
Professional Customers, Broker Dealers, and Market Makers less for 
certain executions in Penny Pilot issues compared to Non-Penny Pilot 
issues because these classes are typically more actively traded; 
assessing lower fees will further incentivize order flow in Penny Pilot 
issues on the Exchange, ultimately benefiting all Participants trading 
on BOX. Additionally, the Exchange believes it is reasonable to give a 
greater credit to Public Customers for Complex Orders in Non-Penny 
Pilot issues as compared to Penny Pilot issues. Since these classes 
have wider spreads and are less actively traded, giving a larger credit 
will further incentivize Public Customers to trade in these classes, 
ultimately benefitting all Participants trading on BOX.
    The Exchange believes that the proposed Complex Order fee structure 
will keep the Exchange competitive with other exchanges and will be 
applied in an equitable manner among all BOX Participants. The Exchange 
believes the proposed fee structure is reasonable and competitive with 
fee structures in place on other exchanges. Further, the Exchange 
believes that the competitive marketplace impacts the fees proposed for 
BOX.
Complex Surcharge
    The Exchange believes the proposed Complex Surcharge is reasonable, 
equitable and not unfairly discriminatory, as it applies to all non-
Public Customer orders. Applying the surcharge to all market 
participants except Public Customers is equitable and not unfairly 
discriminatory because Public Customer order flow enhances liquidity on 
the Exchange for the benefit of all market participants. Specifically, 
Public Customer liquidity benefits all market participants by providing 
more trading opportunities, which attracts Market Makers. An increase 
in the activity of Market Makers in turn facilities tighter spreads, 
which may cause an additional corresponding increase in order flow from 
other market participants.
    In addition, the proposed Complex Surcharge is reasonable, 
equitable, and not unfairly discriminatory as it is consistent with 
fees charged by other options exchanges.\10\ Specifically, NYSE 
American imposes a $0.12 per contract surcharge to any electronic non-
customer complex order that executes against a customer complex order 
which may result in an overall per contract fee of $0.62.\11\ The 
Exchange notes that the proposed Complex Surcharge of $0.12 is 
identical to the surcharges imposed on both NYSE American and MIAX. In 
addition, the Exchange believes that the proposed surcharge is not new 
or novel as it incorporates aspects of the surcharges that are already 
imposed on NYSE American and MIAX.
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    \10\ See supra note 6.
    \11\ Id. On NYSE American, NYSE American Market Makers have a 
potential total per contract fee of $0.62 in the Penny Pilot classes 
which includes a ``Rate Per Contract for Electronic Transactions,'' 
a per contract ``Marketing Charge,'' and a $0.12 complex order 
surcharge. NYSE American Broker Dealers also have a potential total 
per contract fee of $0.62 in the Penny Pilot classes which includes 
a ``Rate Per Contract for Electronic Transactions'' and the complex 
surcharge. Similarly, on MIAX, Market Makers who qualify for Tier 1 
of the Market Maker Sliding Scale fee structure have a potential 
total per contract fee of $0.62 which includes a $0.25 ``Complex Per 
Contract Fee for Penny Classes,'' a $.25 per contract ``Marketing 
Fee,'' and a $0.12 ``Per Contract Surcharge for Trading Against a 
Priority Customer Complex Order for Penny and Non-Penny Classes.''
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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 Exchange believes the 
proposed Complex Surcharge would not impose an unfair burden on 
competition as it is consistent with fees charged by other 
exchanges.\12\ Further, the Exchange believes that amending certain 
Complex Order fees and credits will enhance competition between 
exchanges because it is designed to allow the Exchange to better 
compete with other exchanges for Complex Order flow.
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    \12\ See supra notes 6 and 11.
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    In addition, the proposal does not impose an undue burden on intra-
market competition because the changes will apply equally to all 
similarly situated Participants. Further, the Exchange does not believe 
the proposed changes impose a unnecessary burden on intra-market 
competition, as they are merely designed to allow the Exchange to stay 
competitive within the industry where Participants already pay similar 
fees at other competitor exchanges.
    Finally, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing exchanges. In such an environment, the Exchange must 
continually review, and consider adjusting, its fees and credits to 
remain competitive with other exchanges. For the reasons described 
above, the Exchange believe that the proposed rule change reflects this 
competitive environment.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \13\ and Rule 19b-4(f)(2) 
thereunder,\14\ because it establishes or changes a due, or fee.
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    \13\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \14\ 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 the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further 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.

[[Page 57799]]

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 rule-comments@sec.gov. Please include 
File Number SR-BOX-2019-30 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-BOX-2019-30. 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 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 such 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-BOX-2019-30, and should be submitted on 
or before November 18, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-23424 Filed 10-25-19; 8:45 am]
 BILLING CODE 8011-01-P


