[Federal Register Volume 85, Number 65 (Friday, April 3, 2020)]
[Notices]
[Pages 19033-19037]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06958]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88515; File No. SR-LTSE-2020-08]


Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to the Pre-Market Session and Regular Market Session Opening 
Process for Non-LTSE-Primary-Listed Securities

March 30, 2020.
    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 March 27, 2020, Long-Term Stock Exchange, Inc. (``LTSE'' or 
``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 
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

    LTSE proposes a rule change to (i) amend how the Pre-Market Session 
and Regular Market Session Opening Process for Non-LTSE-Primary-Listed 
Securities will operate, and (ii) make certain non-substantive, 
technical changes.
    The text of the proposed rule change is available at the Exchange's 
website at https://longtermstockexchange.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 self-regulatory organization 
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 self-regulatory organization 
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 LTSE Rules 11.190, 11.220, and 
11.231 to revise how its Pre-Market Session and Regular Market Session 
Opening Process for Non-LTSE-Primary-Listed Securities \3\ will 
operate, and to make certain non-substantive, technical changes. The 
Exchange has three trading sessions: Pre-Market Session,\4\ Regular 
Market Session,\5\ and Post-Market Session.\6\
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    \3\ The term ``Non-LTSE-Primary-Listed Security'' refers to: (i) 
Any UTP Security; and (ii) any Dually-Listed Securities, as provided 
for in LTSE Rule 14.210, which are not LTSE-Primary-Listed 
Securities. See LTSE Rule 1.160(z).
    \4\ The term ``Pre-Market Session'' refers to the time between 
8:00 a.m. and 9:30 a.m. Eastern Time. See LTSE Rule 1.160(dd).
    \5\ The term ``Regular Market Session'' refers to the time 
between 9:30 a.m. and 4:00 p.m. Eastern Time. See LTSE Rule 
1.160(kk).
    \6\ The term ``Post-Market Session'' refers to the time between 
4:00 p.m. and 5:00 p.m. Eastern Time. See LTSE Rule 1.160(ee).
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    Existing LTSE Rule 11.190 provides that limit orders with a time-
in-force (``TIF'') of DAY or GTX,\7\ and market orders with a TIF of 
DAY,\8\ if received prior to the open of the Regular Market Session, 
are queued in time priority until the open of the Regular Market 
Session.\9\ The Exchange proposes to amend LTSE Rule 11.190(a)(2)(E) to 
state that market orders may only be submitted during the Regular 
Market Session and that market orders submitted in the Pre-Market 
Session or Post-Market Session will be rejected by the System. 
Specifically, the text of the opening paragraph in proposed LTSE Rule 
11.190(a)(2)(E) would be amended to state that that a market order 
``[m]ay only be submitted during the Regular

[[Page 19034]]

Market Session. Market orders submitted in the Pre-Market Session or 
Post-Market Session will be rejected by the System.'' \10\ In a 
conforming change to subparagraph (ii) of the rule, the Exchange 
proposes to remove references to market orders with a TIF of DAY being 
queued by the System because, as noted in the proposed opening 
paragraph of LTSE Rule 11.190(a)(2)(E), such orders when submitted in 
the Pre-Market and Post-Market Session are proposed to be rejected. 
Thus, the beginning of subparagraph (ii) of the rule would be revised 
to state that ``Market orders marked DAY are rejected during the Pre-
Market Session and Post-Market Session.'' The remainder of subparagraph 
(ii) of the rule would be deleted, except the last sentence, which is 
proposed to remain unchanged. This proposed rule text tracks 
subparagraph (i) of the existing rule for orders marked IOC,\11\ 
because, as noted in LTSE Rule 11.190(a)(2)(E)(ii), market orders 
marked DAY are treated by the System as having a TIF of IOC.
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    \7\ See LTSE Rule 11.190(a)(1)(E)(ii), (iv).
    \8\ See LTSE 11.190(a)(2)(E)(ii).
    \9\ Market orders with a TIF of GTX are rejected. See LTSE Rule 
11.190(a)(2)(E)(iv).
    \10\ The opening paragraph of proposed LTSE Rule 11.190(a)(2)(E) 
would be identical to the opening paragraph of Investors' Exchange 
LLC (``IEX'') Rule 11.190(a)(2)(E). In this proposed rule change, 
references to IEX's rules are to the IEX rules as they appeared when 
IEX was approved as a national securities exchange. See IEX Form 1, 
Exhibit B.
    \11\ See LTSE Rule 11.190(a)(2)(E)(i). IOC stands for Immediate-
or-Cancel. See LTSE Rule 11.190(c)(1).
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    Proposed LTSE Rule 11.190(d) would be identical to existing LTSE 
Rule 11.190(d), but for the capitalization of the defined term ``Order 
Amendment'' in proposed LTSE Rule 11.190(d)(6).\12\ The Exchange also 
proposes to amend existing LTSE Rule 11.190(e) to capitalize the term 
``Cancel/Replace.'' In clarifying this approach to the Opening Process, 
the Exchange also proposes to amend existing LTSE Rule 11.190(f)(1) to 
eliminate references to Cross Book, which would no longer be used.
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    \12\ See infra note 16.
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    Existing LTSE Rule 11.231 provides for an auction-style Opening 
Match \13\ for Non-LTSE-Primary-Listed Securities. The proposed rule 
change would eliminate the auction-style Opening Match in LTSE Rule 
11.231 by deleting all of the existing rule text and replacing it with 
an opening process modeled on how IEX conducted its opening process 
when it was approved as a national securities exchange.\14\ The 
proposed rule change would treat limit orders in Non-LTSE-Primary-
Listed Securities that are eligible to queue during the Pre-Market 
Session as incoming orders at the start of the Regular Market Session 
in their relative time priority, as discussed below. The proposed rule 
change also would make conforming amendments to LTSE Rule 11.220, as 
further described below.
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    \13\ See LTSE Rule 11.231(b)(1) (defining ``Opening Match'').
    \14\ See Securities Exchange Act Release No. 78101 (June 17, 
2016), 81 FR 41141 (June 23, 2016) (File No. 10-222).
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    Under proposed LTSE Rule 11.231(a), orders for Non-LTSE-Primary-
Listed Securities not eligible for trading prior to the commencement of 
the Regular Market Session that are received and queued during the Pre-
Market Session, as described in LTSE Rule 11.190(a), would be queued in 
the time sequence of their receipt by the System, pursuant to LTSE Rule 
11.220(a)(2).\15\ Under proposed LTSE Rule 11.231(b), orders queued 
prior to the Regular Market Session would be able to be modified 
consistent with LTSE Rule 11.190(d), which establishes the process for 
amending an order.\16\ Further, under proposed LTSE Rule 11.231(b), any 
modification to an order so queued may result in the time of receipt 
being updated to the time of receipt of the last modification 
consistent with the application of a new timestamp, pursuant to 
proposed LTSE Rule 11.220(a)(2).\17\
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    \15\ Proposed LTSE Rule 11.231(a) would be identical to IEX Rule 
11.231(a), except that proposed LTSE Rule 11.231(a) would clarify 
that the rule only applies ``for Non-LTSE-Primary-Listed 
Securities,'' and would cross-reference to LTSE's rules and not 
IEX's rules.
    \16\ In what are purely technical changes to Rule 11.190(d), the 
Exchange proposes to capitalize the defined term ``Order 
Amendment.'' See supra text accompanying note 12.
    \17\ Proposed LTSE Rule 11.231(b) would be identical to IEX Rule 
11.231(b), except that proposed LTSE Rule 11.231(b) would cross-
reference to LTSE's rules and not IEX's rules, would clarify that 
the ``queue'' refers to the ``Pre-Market Session order queue,'' and 
would not incorporate IEX Rule 11.231(b)(1) because the Exchange 
does not route orders.
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    Under proposed LTSE Rule 11.231(c), at the commencement of the 
Regular Hours Trading, orders for Non-LTSE-Primary-Listed Securities 
queued during the Pre-Market Session would be processed as incoming 
orders, consistent with LTSE Rules 11.190 and 11.230 in their relative 
time priority, pursuant to proposed LTSE Rule 11.220(a)(2).\18\
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    \18\ Proposed LTSE Rule 11.231(c) would be identical to IEX Rule 
11.231(c), except that proposed LTSE Rule 11.231(c) would cross-
reference to LTSE's rules and not IEX's rules, would clarify that 
the ``queue'' refers to the ``Pre-Market Session order queue,'' and 
the phrase ``Non-LTSE-Primary-Listed Securities'' is proposed to be 
added to reflect the scope of the proposed rule.
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    Under proposed LTSE Rule 11.231(d), all messages in Non-LTSE-
Primary-Listed Securities that are relevant to the Order Book and are 
received after the commencement of the Regular Market Session would be 
processed after the completion of the Regular Market Session Opening 
Process.\19\
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    \19\ Proposed LTSE Rule 11.231(d) would be identical to IEX Rule 
11.231(d), except the phrase ``Non-LTSE-Primary-Listed Securities'' 
is proposed to be added to reflect the scope of the proposed rule.
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    Under proposed LTSE Rule 11.231(e), if a security is subject to a 
halt, suspension, or pause in trading during the Pre-Market Session, 
the Exchange would not accept orders for that security for the Regular 
Market Session Opening Process or otherwise. If the halt, suspension, 
or pause remains in effect at the time of the Regular Market Session 
Opening Process, the Opening Process would not occur at the normally 
scheduled time. Once the security resumes trading, the Exchange would 
conduct the Regular Market Session Opening Process for any orders in 
the queue, and would then accept and execute orders as usual in 
accordance with prevailing market session rules.\20\
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    \20\ Proposed LTSE Rule 11.231(e) would be identical to IEX Rule 
11.231(e), except that proposed LTSE Rule 11.231(e) would clarify 
that the ``queue'' refers to the ``Pre-Market Session order queue,'' 
and would add the phrase ``that security for'' in the first sentence 
to clarify the scope of a halt, suspension, or pause in trading.
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    The Exchange believes that permitting certain limit orders with a 
TIF which makes them ineligible to trade during the Pre-Market Session 
to become part of the Pre-Market Session order queue and to join the 
Order Book at the commencement of the Regular Market Session is 
consistent with an orderly and predictable market opening.\21\
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    \21\ The Exchange notes that this method was used by IEX when it 
was approved as national securities exchange. See supra note 14.
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    Proposed LTSE Rule 11.220(a)(2), which would replace existing LTSE 
Rule 11.220(a)(2) in its entirety, would require that orders queued for 
the Regular Market Session Opening Process for Non-LTSE-Primary-Listed 
Securities be ranked and maintained in time priority. The order 
established as the oldest in the System \22\ would have precedence 
among those queued for the Opening Process, up to the number of shares 
of the security specified in the order.\23\ Orders would be ranked by 
the

[[Page 19035]]

time at which they are submitted to the Pre-Market Session order queue, 
the first in the queue being the oldest submitted. Orders would 
maintain their time priority once queued unless an amendment to the 
order is submitted by the User by means of a Cancel/Replace pursuant to 
LTSE Rule 11.190(d), except in the event that the only change to the 
order is a decrease in share quantity, in which case the order would 
not receive a new timestamp.\24\
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    \22\ The term ``System'' refers to the electronic communications 
and trading facility designated by the Board through which 
securities orders of Members are consolidated for ranking and 
execution. See LTSE Rule 1.160(rr).
    \23\ Proposed LTSE Rule 11.220(a)(2) would be identical to the 
opening paragraph of IEX Rule 11.220(a)(2) and IEX Rule 
11.220(a)(2)(A), except that proposed LTSE Rule 11.220(a)(2) would: 
(1) Use the phrase ``Regular Market Session Opening Process for Non-
LTSE-Primary-Listed Securities'' instead of simply the term 
``Opening Process'' for clarity; (2) not include the word 
``clearly'' before ``established'' because the word ``clearly'' is 
superfluous; and (3) use the term ``security'' instead of ``stock'' 
because the Exchange believes the term ``security'' more 
appropriately describes what is intended.
    \24\ Proposed LTSE Rule 11.220(a)(2) would not include 
references to routable orders, see IEX Rule 11.220(a)(2)(A)(ii), 
because the Exchange does route orders. See also supra note 17.
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    To illustrate how the proposed Opening Process would operate, 
consider the following example where the Order Book prior to the start 
of Regular Market Session is as follows: \25\
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    \25\ For purposes of these examples, all orders are limit orders 
for 100 shares.

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                                        Bid                                                                         Offer
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             Order                     TIF              Time            Price             Order               TIF              Time            Price
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A.............................  SYS..............            9:15              10   B................  SYS..............            9:15           10.05
C.............................  SYS..............            9:25            9.97   D................  SYS..............            9:29           10.07
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    And the Pre-Market Session queue is as follows:

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               Order                         TIF            Time in Queue         Price              Type
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E.................................  DAY.................              8:15             10.02  Bid.
F.................................  DAY.................              8:17             10.05  Bid.
G.................................  DAY.................              8:19             10.04  Offer.
H.................................  DAY.................              9:28             10.07  Offer.
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    The Order Book at the start of the Regular Market Session would be 
as follows, as each of the orders in the Pre-Market Session queue are 
treated as incoming orders in relative time priority (and for 
illustrative purposes only, the time to drain each order in the queue 
is 1 millisecond):

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                                        Bid                                                                         Offer
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             Order                     TIF              Time            Price             Order               TIF              Time            Price
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E.............................  DAY..............      9:30:00001           10.02   G................  DAY..............      9:30:00003           10.04
A.............................  SYS..............            9:15              10   D................  SYS..............            9:29           10.07
C.............................  SYS..............            9:25            9.97   H................  DAY..............      9:30:00004           10.07
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    Note that Orders F and B are gone; that is because incoming Order F 
would have executed against resting Order B.
    As described in proposed LTSE Rule 11.231(d), all messages in Non-
LTSE-Primary-Listed Securities relevant to the Order Book received 
after the commencement of the Regular Market Session would be processed 
after the completion of the Regular Market Session Opening Process. 
Orders received during the Regular Market Session would become part of 
the Order Book only after the Pre-Market Session queue is completed. 
For example, if the following orders are received at the start Regular 
Market Session:

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               Order                         TIF            Time in Queue         Price              Type
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I.................................  DAY.................         9:30:0001             10.03  Offer.
J.................................  DAY.................         9:30:0002                10  Bid.
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    Then the Order Book would be as follows:

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                                        Bid                                                                         Offer
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             Order                     TIF              Time            Price             Order               TIF              Time            Price
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E.............................  DAY..............      9:30:00001           10.02   I................  DAY..............       9:30:0001           10.03
A.............................  SYS..............            9:15              10   G................  DAY..............      9:30:00003           10.04
J.............................  DAY..............       9:30:0002              10   D................  SYS..............            9:29           10.07
C.............................  SYS..............            9:25            9.97   H................  DAY..............      9:30:00004           10.07
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[[Page 19036]]

    The preceding example illustrates how the proposed Opening Process 
would operate solely for orders in Non-LTSE-Primary-Listed Securities. 
The Exchange has a different opening process for LTSE-Primary-Listed 
Securities in Rule 11.350, which would remain unchanged.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\26\ in general, and 
furthers the objectives of Section 6(b)(5) of the Act,\27\ in 
particular, in that it is designed to prevent fraudulent and 
manipulative acts and practices, promote just and equitable principles 
of trade, to foster cooperation and coordination with persons engaged 
in facilitating transactions in securities, 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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    \26\ 15 U.S.C. 78f.
    \27\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that the proposed rule change 
is consistent with fostering cooperation and coordination with persons 
engaged in facilitating transactions in securities. The simplicity and 
determinism of this Opening Process for Non-LTSE-Primary-Listed 
Securities will facilitate trading of NMS stocks without imposing 
burdens on market participants to adapt to, or adopt, another opening 
cross methodology for securities where the Exchange is not the primary 
listing market. The Exchange also believes that the streamlined 
approach of the proposed rule change to commencing trading in the 
Regular Market Session removes impediments to and perfects the 
mechanism of a free and open market and a national market system by 
providing a clear and transparent process designed to provide a means 
for trading in a Non-LTSE-Primary-Listed Security to open in an orderly 
and timely manner.
    In addition, the Exchange also believes that rejecting market 
orders with a TIF of DAY received during the Pre-Market Session will 
provide for a more orderly Opening Process and protect investors and 
the public interest. The Exchange believes that market orders marked 
DAY, which are treated as having a TIF of IOC, should be treated in the 
same way as market orders marked IOC, which are rejected.\28\
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    \28\ See LTSE Rule 11.190(a)(2)(E)(ii).
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    The Exchange further believes that the proposed rule change aligns 
with the philosophy and principles of the Very Simple Market or 
VSMTM in that its relatively simple and deterministic model 
aims to reduce the complexity of the trading process on the Exchange, 
while acknowledging that alternatives employed by other exchanges and 
trading venues are part of a dynamic and vibrant national market 
system. The Exchange also believes that the proposed rule change is 
consistent with the protection of investors and the public interest in 
that it would be applied fairly and equitably across all market 
participants, while also providing for orderly and timely openings for 
Non-LTSE-Primary-Listed Securities.

B. Self-Regulatory Organization's Statement on Burden on Competition

    LTSE does not believe that the proposed rule change will impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange believes that the 
proposed Opening Process for Non-LTSE-Primary-Listed Securities is 
designed to promote fair competition among brokers and dealers and 
exchanges by offering an alternative Opening Process, thereby promoting 
intermarket competition between exchanges in furtherance of the 
principles of Section 11A(a)(1) of the Act.\29\
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    \29\ 15 U.S.C. 78k-1(a)(1).
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    With respect to intramarket competition, the proposed Opening 
Process would apply equally to all non-LTSE-Primary-Listed Securities, 
and all Members and market participants that send orders to LTSE 
through Members in the Pre-Market Session. As described above, Members 
are permitted to enter orders for the Pre-Market Session queue, and all 
orders received are maintained in time priority. Consequently, LTSE 
does not believe that the proposed rule change would impose any burden 
on intramarket competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing 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, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \30\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\31\
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    \30\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \31\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires the Exchange to give the Commission written notice of its 
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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    At any time within 60 days of the filing of such 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 rule-comments@sec.gov. Please include 
File Number SR-LTSE-2020-08 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-LTSE-2020-08. 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

[[Page 19037]]

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-LTSE-2020-08, and should be submitted on 
or before April 24, 2020.

    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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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-06958 Filed 4-2-20; 8:45 am]
BILLING CODE 8011-01-P


