[Federal Register Volume 86, Number 76 (Thursday, April 22, 2021)]
[Notices]
[Pages 21380-21384]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-08313]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91594; File No. SR-CboeBZX-2021-030]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Its Fees Schedule

April 16, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 12, 2021, Cboe BZX Exchange, Inc. (the 
``Exchange'' or ``BZX'') filed with the Securities and Exchange 
Commission (the ``Commission'') the proposed rule change as described 
in Items I and II 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\ 15 U.S.C. 78a.
    \3\ 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

    Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'' or ``BZX 
Equities'') is filing with the Securities and Exchange Commission

[[Page 21381]]

(``Commission'') a proposed rule change to amend its fee schedule. The 
text of the proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its fee schedule as follows: (1) 
Decrease the standard liquidity adding rebate and non-displayed 
liquidity adding rebate, (2) modify the Add/Remove Volume Tiers, (3) 
modify Tier 2 of the Step-Up Tiers, and (4) eliminate the Cross-Asset 
Tape B Tier. The Exchange proposes to implement the proposed change to 
its fee schedule on April 1, 2021.\4\
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    \4\ The Exchange initially filed the proposed fee changes April 
1, 2021 (SR-CboeBZX-2021-026). On April 12, 2021, 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 16 registered equities exchanges, as well as a 
number of alternative trading systems and other off-exchange venues 
that do not have similar self-regulatory responsibilities under the 
Exchange Act, to which market participants may direct their order flow. 
Based on publicly available information,\5\ no single registered 
equities exchange has more than 16% of the market share. Thus, in such 
a low-concentrated and highly competitive market, no single equities 
exchange possesses significant pricing power in the execution of order 
flow. The Exchange in particular operates a ``Maker-Taker'' model 
whereby it pays credits to members that add liquidity and assesses fees 
to those that remove liquidity. The Exchange's fee schedule sets forth 
the standard rebates and rates applied per share for orders that 
provide and remove liquidity, respectively. Particularly, for 
securities at or above $1.00, the Exchange provides a standard rebate 
of $0.0020 per share for orders that add liquidity and assesses a fee 
of $0.0030 per share for orders that remove liquidity. Additionally, in 
response to the competitive environment, the Exchange also offers 
tiered pricing which provides Members opportunities to qualify for 
higher rebates or reduced 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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    \5\ See Cboe Global Markets, U.S. Equities Market Volume 
Summary, Month-to-Date (March 29, 2021), available at https://markets.cboe.com/us/equities/market_statistics/.
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Standard Liquidity Rebate and Non-Displayed Liquidity Adding Rebate
    As stated above, the Exchange currently provides a standard rebate 
of $0.0020 per share for liquidity adding orders (i.e., those yielding 
fee codes B,\6\ V,\7\ and Y \8\) in securities priced at or above 
$1.00. Orders in securities priced below $1.00 that add liquidity are 
provided a rebate of $0.00009. The Exchange now proposes to decrease 
the current standard rebate of $0.0020 per share to $0.0018 per share 
for orders that add liquidity for securities priced at or above $1.00. 
Orders that add liquidity in securities priced below $1.00 would 
continue to be provided a rebate of $0.00009. Although this proposed 
standard rebate for liquidity adding orders is lower than the current 
base rate for such orders, the proposed rebate is in line with similar 
rebates for liquidity adding orders in place on other exchanges.\9\
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    \6\ Orders yielding Fee Code ``B'' are displayed orders adding 
liquidity to BZX (Tape B).
    \7\ Orders yielding Fee Code ``V'' are displayed orders adding 
liquidity to BZX (Tape A).
    \8\ Orders yielding Fee Code ``Y'' are displayed orders adding 
liquidity to BZX (Tape C).
    \9\ E.g., the Nasdaq base rebate ranges from $0.0015 to $0.0020 
for liquidity adding orders in securities priced at or above $1.00. 
See http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    The Exchange also proposes to decrease the rebate applied to non-
displayed, liquidity adding orders (i.e., orders yielding Fee Code 
HB,\10\ HV,\11\ or HY \12\). The current rebate applied to non-
displayed liquidity adding orders is $0.00150 per share. Now, the 
Exchange proposes to decrease the rebate to $0.00100 per share. 
Although this proposed rebate for non-displayed liquidity adding orders 
is lower than the current rate for such orders, the proposed rebate is 
in line with similar rebates for non-displayed liquidity adding orders 
in place on other exchanges.\13\
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    \10\ Orders yielding Fee Code ``HB'' are non-displayed orders 
adding liquidity to BZX (Tape B).
    \11\ Orders yielding Fee Code ``HV'' are non-displayed orders 
adding liquidity to BZX (Tape A).
    \12\ Orders yielding Fee Code ``HY'' are non-displayed orders 
adding liquidity to BZX (Tape C).
    \13\ E.g., the Nasdaq rebate for non-displayed orders ranges 
from $0.0000 to $0.00220 for non-displayed liquidity adding orders. 
See http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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Add/Remove Volume Tiers
    Pursuant to footnote 1 of the Fee Schedule, the Exchange currently 
offers Add Volume Tiers (tiers 1 through 5) that provide Members an 
opportunity to receive an enhanced rebate from the standard rebate for 
liquidity adding orders that yield fee codes B, V, and Y and meet 
certain required volume-based criteria. Specifically, the Add Volume 
Tiers are as follows:
     Tier 1 provides an enhanced rebate of $0.0025 per share to 
a Member that has an ADAV \14\ of greater than or equal to 3,000,000.
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    \14\ ``ADAV'' means average daily added volume calculated as the 
number of shares added per day. ADAV is calculated on a monthly 
basis.
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     Tier 2 provides an enhanced rebate of $0.0027 per share to 
a Member that has an ADAV as a percentage of TCV \15\ greater than or 
equal to 0.10%.
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    \15\ ``TCV'' means total consolidated volume calculated as the 
volume reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the month for which the 
fees apply.
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     Tier 3 provides an enhanced rebate of $0.0029 per share to 
a Member that has an ADAV as a percentage of TCV greater than or equal 
to 0.25%.
     Tier 4 provides an enhanced rebate of $0.0030 per share to 
a Member that has an ADAV as a percentage of TCV greater than or equal 
to 0.40%.
     Tier 5 provides an enhanced rebate of $0.0031 per share to 
a Member that has an ADAV as a percentage of TCV greater than or equal 
to 0.85%.
    Now, the Exchange proposes to modify the five Add Volume Tiers to 
provide the enhanced rebate if a Member meets certain ADAV as a 
percentage of TCV percentage thresholds or meets certain ADAV share 
volume. Specifically, the Exchange

[[Page 21382]]

proposes to modify Tier 1 to require a certain ADAV as a percentage of 
TCV or an ADAV over a certain volume threshold. Although the proposed 
changes to Tier 1 result in more stringent criteria, Members still have 
an opportunity to receive the additional rebate if they meet the tier 
threshold. The Exchange also proposes to modify the Add Volume Tiers 2 
through 5 to increase the existing ADAV as a percentage of TCV criteria 
and offer an alternative criteria which requires an ADAV over a certain 
volume threshold. The proposed changes to Tiers 2 through 5 are less 
stringent than the existing criteria and are designed to encourage 
Members to increase their liquidity adding volume on the Exchange. 
Specifically, the proposed Add Volume Tiers are as follows:
     To meet the proposed criteria in Tier 1, a Member must 
have an ADAV as a percentage of TCV equal to or greater than 0.08% or 
an ADAV of greater than or equal to 8,000,000.
     To meet the proposed criteria in Tier 2, a Member must 
have an ADAV as a percentage of TCV equal to or greater than 0.15% or 
an ADAV of greater than or equal to 15,000,000.
     To meet the proposed criteria in Tier 3, a Member must 
have an ADAV as a percentage of TCV equal to or greater than 0.35% or 
an ADAV of greater than or equal to 35,000,000.
     To meet the proposed criteria in Tier 4, a Member must 
have an ADAV as a percentage of TCV equal to or greater than 0.60% or 
an ADAV of greater than or equal to 60,000,000.
     To meet the proposed criteria in Tier 5, a Member must 
have an ADAV as a percentage of TCV equal to or greater than 1.00% or 
an ADAV of greater than or equal to 100,000,000.
    The Exchange notes the Add Volume Tiers, as modified, continue to 
be available to all Members and provide Members an opportunity to 
receive an enhanced rebate. Moreover, the proposed changes are designed 
to encourage Members to increase displayed liquidity on the Exchange, 
which further contributes to a deeper, more liquid market and provides 
even more execution opportunities for active market participants.
Tier 2 of the Step-Up Tiers
    The tiered pricing models set forth in footnote 2 of the fee 
schedule (Step-Up Tiers) provides Members an opportunity to qualify for 
an enhanced rebate on their orders that add liquidity where they 
increase their relative liquidity each month over a predetermined 
baseline. Tier 2 of the Step-Up Tiers provides an enhanced rebate of 
$0.0033 per share to a Member that has a Step-Up Add TCV \16\ from 
April 2020 equal to or greater than 0.30%. The Exchange notes that 
step-up tiers are designed to encourage Members that provide displayed 
liquidity on the Exchange to increase their order flow, which would 
benefit all Members by providing greater execution opportunities on the 
Exchange.
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    \16\ ``Step-Up Add TCV'' means ADAV as a percentage of TCV in 
the relevant baseline month subtracted from current ADAV as a 
percentage of TCV.
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    Now, the Exchange proposes to reduce the rebate provided under Tier 
2 of the Step-Up Tiers to $0.0032 per share. While the Exchange is 
proposing no change to the criteria of Tier 2 of the Step-Up Tiers, the 
Exchange believes that the tier will continue to incentivize increased 
order flow to the Exchange, which may contribute to a deeper, more 
liquid market to the benefit of all market participants by creating a 
more robust and well-balanced market ecosystem. Step-Up Tier 2, as 
modified, continues to be available to all Members and provide Members 
an opportunity to receive an enhanced rebate, albeit a reduced rebate. 
The proposed rebate is in line with similar rebates for growth programs 
in place on other exchanges.\17\
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    \17\ E.g., the Nasdaq Growth Program which offers members a 
rebate of $0.0025 to members that meet certain execution volume and 
increase their add volume as a percentage of TCV by 20% versus the 
member's growth baseline. See http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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Cross-Asset Tape B Tier
    The Cross-Asset Tape B Tier is provided under footnote 12 of the 
Fee Schedule and provides an enhanced rebate to orders yielding fee 
code B. Specifically, the Cross-Asset Tape B Tier provides an enhanced 
rebate of $0.0031 per share to a Member that has a Tape B Step-Up Add 
TCV \18\ from February 2015 equal to or greater than 0.06% and has an 
Options Market Maker Add OCV \19\ greater than or equal to 1.00%. The 
Cross-Asset Tape B Tier is designed to encourage members that provide 
displayed liquidity on the BZX Equities and BZX Options to increase 
their order flow, which would benefit all Members by providing greater 
execution opportunities on the Exchange.
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    \18\ ``Step-Up Add TCV'' means ADAV as a percentage of TCV in 
the relevant baseline month subtracted from current ADAV as a 
percentage of TCV.
    \19\ ``Options Market Maker Add OCV'' for purposes of equities 
pricing means ADAV resulting from Market Maker orders as a 
percentage of OCV, using the definitions of ADAV, Market Maker and 
OCV as provided under the Exchange's fee schedule for BZX Options.
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    The Exchange now proposes to eliminate the Cross-Asset Tape B Tier 
as no Member has reached this tier in several months and the Exchange 
the Exchange no longer wishes to, nor is it required to, maintain such 
a tier.\20\ Further, the Exchange would rather redirect future 
resources and funding into other programs and tiers intended to 
incentivize increased order flow.
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    \20\ The Exchange proposes to reserve Footnote 12.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\21\ in general, and 
furthers the objectives of Section 6(b)(4) and 6(b)(5),\22\ in 
particular, as it is designed to provide for the equitable allocation 
of reasonable dues, fees and other charges among its Members, issuers 
and other persons using its facilities. 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. The 
proposed rule changes reflect a competitive pricing structure designed 
to incentivize market participants to direct their order flow to the 
Exchange, which the Exchange believes would enhance market quality to 
the benefit of all Members.
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    \21\ 15 U.S.C. 78f.
    \22\ 15 U.S.C. 78f(b)(4) and (5).
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    In particular, the Exchange believes that the proposed amendment to 
reduce the standard liquidity adding rebate and non-displayed liquidity 
adding rebate is reasonable, equitable and non-discriminatory because 
the proposed change represents a rebate decrease and such rebates are 
equally applicable to all Members of the Exchange. Additionally, the 
proposed rebates for liquidity adding orders are in-line with rebates 
offered at other exchanges for similar transactions.\23\
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    \23\ Supra notes 7 and 11[sic].
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    The Exchange also believes the proposed changes to the Add Volume 
Tiers and Tier 2 of the Step-Up Tiers are reasonable because each tier, 
as modified, continues to be available to all Members and provide 
Members an opportunity to receive an enhanced rebate. The Exchange next 
notes that relative volume-based incentives and discounts have been 
widely adopted by exchanges, including the Exchange, and are 
reasonable, equitable, and non-discriminatory because they are open to 
all Members on an equal basis and provide additional discounts that are 
reasonably related to (i) the value to an

[[Page 21383]]

exchange's market quality and (ii) associated with higher levels of 
market activity, such as higher levels of liquidity provision and/or 
growth patterns. The Exchange also believes that the current enhanced 
rebates under the Add Volume Tiers and proposed rebate under Tier 2 of 
the Step-Up Tiers continue to be commensurate with the proposed and 
existing criteria, respectively. That is, the rebates reasonably 
reflect the difficulty in achieving the corresponding criteria as 
amended.
    The Exchange believes that the changes to the Add Volume Tiers, 
will benefit all market participants by incentivizing continuous 
liquidity and, thus, deeper more liquid markets as well as increased 
execution opportunities. Particularly, the proposed changes to the Add 
Volume Tiers are designed to incentivize displayed liquidity, which 
further contributes to a deeper, more liquid market and provide even 
more execution opportunities for active market participants at improved 
prices. This overall increase in activity deepens the Exchange's 
liquidity pool, offers additional cost savings, supports the quality of 
price discovery, promotes market transparency and improves market 
quality, for all investors.
    The Exchange also believes that the proposed amendments to the Add 
Volume Tiers and Tier 2 of the Step-Up Tiers represent an equitable 
allocation of rebates and are not unfairly discriminatory because all 
Members are eligible for the Add Volume Tiers and Tier 2 of the Step-Up 
Tiers and would have the opportunity to meet the tiers' criteria and 
would receive the proposed rebate if such criteria is met. The Exchange 
also notes that proposed tiers/rebate will not adversely impact any 
Member's ability to qualify for other reduced fee or enhanced rebate 
tiers. Should a Member not meet the proposed criteria under any of the 
proposed tiers, the Member will merely not receive that corresponding 
enhanced rebate.
    The Exchange also believes the proposed amendment to remove the 
Cross-Asset Tape B Tier is reasonable because no Member has achieved 
this tier in several months. Furthermore, the Exchange is not required 
to maintain this tier and Members still have a number of other 
opportunities and a variety of ways to receive enhanced rebates, 
including the proposed enhanced standard rebates for displayed orders 
adding liquidity. The Exchange believes the proposal to eliminate the 
Cross-Asset Tape B Tier is also equitable and not unfairly 
discriminatory because it applies to all Members.
    As noted above, the Exchange operates in a highly competitive 
market. The Exchange is only one of 16 equity venues to which market 
participants may direct their order flow, and it represents a small 
percentage of the overall market. It is also only one of several maker-
taker exchanges. Competing equity exchanges offer similar rates and 
tiered pricing structures to that of the Exchange, including schedules 
of rebates and fees that apply based upon members achieving certain 
volume thresholds.

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 intramarket or intermarket competition that is not 
necessary or appropriate in furtherance of the purposes of the Act. 
Particularly, the proposed change applies to all liquidity adding 
orders equally, and thus applies to all Members equally. Additionally, 
the Exchange believes the proposed rule change does not impose any 
burden on intermarket competition that is not necessary or appropriate 
in furtherance of the purpose of the Act.
    As previously discussed, the Exchange operates in a highly 
competitive market. Members have numerous alternative venues that they 
may participate on and direct their order flow, including other 
equities exchanges, off-exchange venues, and alternative trading 
systems. Additionally, the Exchange represents a small percentage of 
the overall market. Based on publicly available information, no single 
equities exchange has more than 16% of the market share.\24\ Therefore, 
no exchange possesses significant pricing power in the execution of 
order flow. Indeed, 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. Moreover, the 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. Specifically, in Regulation NMS, the 
Commission highlighted the importance of market forces in determining 
prices and SRO revenues and, also, recognized that current regulation 
of the market system ``has been remarkably successful in promoting 
market competition in its broader forms that are most important to 
investors and listed companies.'' \25\ The fact that this market is 
competitive has also long been recognized by the courts. In 
NetCoalition v. Securities and Exchange Commission, 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'. . . .''.\26\ Accordingly, the Exchange 
does not believe its proposed fee changes imposes any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \24\ Supra note 3[sic].
    \25\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \26\ 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-NYSEArca-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) \27\ of the Act and paragraph (f) of Rule 19b-4 \28\ 
thereunder. 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 will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(2).
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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.

[[Page 21384]]

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-CboeBZX-2021-030 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-CboeBZX-2021-030. 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 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-CboeBZX-2021-030, and should be 
submitted on or before May 13, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2021-08313 Filed 4-21-21; 8:45 am]
BILLING CODE 8011-01-P


