[Federal Register Volume 87, Number 154 (Thursday, August 11, 2022)]
[Notices]
[Pages 49620-49624]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17220]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95433; File No. SR-MEMX-2022-22]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Amend the 
Exchange's Fee Schedule

August 5, 2022.
    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 July 29, 2022, MEMX LLC (``MEMX'' or the ``Exchange'') filed 
with the Securities and Exchange Commission (the ``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change 
to amend the Exchange's fee schedule applicable to Members \3\ (the 
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). The 
Exchange proposes to implement the changes to the Fee Schedule pursuant 
to this proposal on August 1, 2022. The text of the proposed rule 
change is provided in Exhibit 5.
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    \3\ See Exchange Rule 1.5(p).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend the Fee 
Schedule to: (i) modify the required criteria under the Step-Up 
Additive Rebate; (ii) modify the required criteria under the Liquidity 
Removal Tier 1; and (iii) increase the rebate for executions of all 
orders in securities priced below $1.00 per share that add displayed 
liquidity to the Exchange (``Added Displayed Sub-Dollar Volume'').
    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, to 
which market participants may direct their order flow. Based on 
publicly available information, no single registered equities exchange 
currently has more than approximately 15.5% of the total market share 
of executed volume of equities trading.\4\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange 
possesses significant pricing power in the execution of order flow, and 
the Exchange currently represents approximately 3.5% of the overall 
market share.\5\ The Exchange in particular operates a ``Maker-Taker'' 
model whereby it provides rebates to Members that add liquidity to the 
Exchange and charges fees to Members that remove liquidity from the 
Exchange. The Fee Schedule sets forth the standard rebates and fees 
applied per share for orders that add and remove liquidity, 
respectively. Additionally, in response to the competitive environment, 
the Exchange also offers tiered pricing, which provides Members with 
opportunities to qualify for higher rebates or lower fees where certain 
volume criteria and thresholds are met. Tiered pricing provides an 
incremental incentive for Members to strive for higher tier levels, 
which provides increasingly higher benefits or discounts for satisfying 
increasingly more stringent criteria.
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    \4\ Market share percentage calculated as of July 28, 2022. The 
Exchange receives and processes data made available through 
consolidated data feeds (i.e., CTS and UTDF).
    \5\ Id.
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Step-Up Additive Rebate
    The Exchange currently offers the Step-Up Additive Rebate under 
which the Exchange provides an additive rebate of $0.0002 per share 
that is in addition to the otherwise applicable rebate for a qualifying 
Member's executions of certain orders in securities

[[Page 49621]]

priced at or above $1.00 per share that add displayed liquidity to the 
Exchange (``Added Displayed Volume'').\6\ Currently, a Member qualifies 
for the Step-Up Additive Rebate by achieving one of the following two 
alternative criteria: (1) a Step-Up ADAV \7\ (excluding Retail Orders) 
from April 2022 that is equal to or greater than 0.07% of the TCV; \8\ 
or (2) an ADAV that is equal to or greater than 0.70% of the TCV. Now, 
the Exchange proposes to modify the required criteria such that a 
Member would now qualify for the Step-Up Additive Rebate by achieving 
one of the following two alternative criteria: (1) a Step-Up ADAV 
(excluding Retail Orders) from April 2022 that is equal to or greater 
than 0.07% of the TCV; or (2) a Step-Up ADAV from July 2022 that is 
equal to or greater than 0.05% of the TCV and an ADAV that is equal to 
or greater than 0.30% of the TCV.
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    \6\ The Step-Up Additive Rebate applies to all executions of 
Added Displayed Volume, except: (i) orders that establish the 
national best bid or offer (``NBBO'') if such Member qualifies for 
the Exchange's NBBO Setter Tier; or (ii) Retail Orders. ``Retail 
Order'' means an agency or riskless principal order that meets the 
criteria of FINRA Rule 5320.03 that originates from a natural person 
and is submitted to the Exchange by a Retail Member Organization, 
provided that no change is made to the terms of the order with 
respect to price or side of market and the order does not originate 
from a trading algorithm or any other computerized methodology. See 
Exchange Rule 11.21(a).
    \7\ As set forth on the Fee Schedule, ``ADAV'' means the average 
daily added volume calculated as the number of shares added per day, 
which is calculated on a monthly basis, and ``Step-Up ADAV'' means 
ADAV in the relevant baseline month subtracted from current ADAV.
    \8\ As set forth on the Fee Schedule, ``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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    Thus, the proposed change would keep one of the two alternative 
criteria (i.e., the April 2022 Step-Up ADAV threshold) intact and 
replace the other of such alternative criteria (i.e., the overall ADAV 
threshold) with a new alternative criteria that includes an overall 
ADAV threshold that is lower than the existing overall ADAV threshold 
being replaced, as well as a July 2022 Step-Up ADAV threshold. The 
proposed new alternative criteria is intended to encourage additional 
Members to strive to qualify for the Step-Up Additive Rebate by 
providing a new alternative criteria that includes a lower overall ADAV 
threshold than before, which is easier to achieve, as well a reasonable 
July 2022 Step-Up ADAV threshold, each of which is designed to 
encourage the submission of additional liquidity-adding orders to the 
Exchange. While the Exchange has no way of predicting with certainty 
how the proposed new criteria will impact Member activity, the Exchange 
expects that more Members will strive to qualify for such tier than 
currently do, resulting in the submission of additional order flow to 
the Exchange. The Exchange is not proposing to change the rebate 
provided under the Step-Up Additive Rebate.
Liquidity Removal Tier 1
    The Exchange currently charges a standard fee of $0.0030 per share 
for executions of orders in securities priced at or above $1.00 per 
share that remove liquidity from the Exchange (``Removed Volume''). The 
Exchange also currently offers Liquidity Removal Tier 1 under which 
qualifying Members are charged a discounted fee of $0.0029 per share 
for executions of Removed Volume by achieving one of the following two 
alternative criteria: (1) a Remove ADV \9\ that is equal to or greater 
than 0.30% of the TCV and a Step-Up ADAV from April 2022 that is equal 
to or greater than 0.10% of the TCV; or (2) an ADV that is equal to or 
greater than 1.00% of the TCV. Now, the Exchange proposes to modify the 
required criteria such that a Member would now qualify for Liquidity 
Removal Tier 1 by achieving one of the following two alternative 
criteria: (1) an ADV that is equal to or greater than 0.45% of the TCV 
and an ADAV that is equal to or greater than 0.20% of the TCV; or (2) 
an ADV that is equal to or greater than 1.00% of the TCV.
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    \9\ As set forth on the Fee Schedule, ``ADV'' means average 
daily volume calculated as the number of shares added or removed, 
combined, per day, which is calculated on a monthly basis, and 
``Remove ADV'' means ADV with respect to orders that remove 
liquidity.
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    Thus, the proposed change would keep one of the two alternative 
criteria (i.e., the overall ADV threshold) intact and replace the other 
of such alternative criteria (i.e., the Remove ADV and April 2022 Step-
Up ADAV thresholds) with a new alternative criteria that includes an 
overall ADV threshold that is lower than the overall ADV threshold in 
the other remaining alternative criteria, as well as an overall ADAV 
threshold. As the proposed new alternative criteria is based on overall 
ADV and ADAV thresholds, it is intended to encourage Members to 
maintain or increase their order flow, including liquidity-adding 
orders, to the Exchange, thereby contributing to a deeper and more 
liquid market to the benefit of all Members. The Exchange is not 
proposing to change the fee charged under Liquidity Removal Tier 1.
Added Displayed Sub-Dollar Volume
    The Exchange currently provides a rebate of 0.05% of the total 
dollar value of the transaction for all executions of Added Displayed 
Sub-Dollar Volume. This rebate applies to all Members, including those 
that qualify for any of the Exchange's pricing tiers. Now, the Exchange 
proposes to increase the rebate for all executions of Added Displayed 
Sub-Dollar Volume to 0.10% of the total dollar value of the 
transaction, which would similarly apply to all Members as the current 
rebate for such executions does today.
    The purpose of increasing the rebate for executions of Added 
Displayed Sub-Dollar Volume is to incentivize Members to submit 
additional orders of Added Displayed Sub-Dollar Volume to the Exchange. 
The Exchange notes that overall volumes in sub-dollar securities in the 
U.S. equities market have had significant increases at certain times, 
however, the Exchange's volumes in these securities have been 
disproportionately lower than certain other venues, relative to the 
overall market share of the Exchange and such other venues, during 
these times. Thus, the Exchange's proposal to increase the rebate for 
executions of Added Displayed Sub-Dollar Volume is designed to 
encourage the submission of additional orders in sub-dollar securities 
to the Exchange in order to bring the Exchange's volumes in such 
securities in line with its overall market share in a manner that 
deepens liquidity and promotes price discovery in such securities to 
the benefit of all Members.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\10\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among its Members and other persons using its facilities 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \10\ 15 U.S.C. 78f.
    \11\ 15 U.S.C. 78f(b)(4) and (5).
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    As discussed above, the Exchange operates in a highly fragmented 
and competitive market in which market participants can readily direct 
order flow to competing venues if they deem fee levels at a particular 
venue to be excessive or incentives to be insufficient, and the 
Exchange represents only a small percentage of the overall market. The 
Commission and the courts have repeatedly expressed

[[Page 49622]]

their preference for competition over regulatory intervention in 
determining prices, products, and services in the securities markets. 
In Regulation NMS, the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and also recognized that 
current regulation of the market system ``has been remarkably 
successful in promoting market competition in its broader forms that 
are most important to investors and listed companies.'' \12\
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    \12\ Securities Exchange Act Release No. 51808 (June 9, 2005), 
70 FR 37496, 37499 (June 29, 2005).
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow or discontinue to reduce use of certain categories of 
products, in response to new or different pricing structures being 
introduced into the market. Accordingly, competitive forces constrain 
the Exchange's transaction fees and rebates, and market participants 
can readily trade on competing venues if they deem pricing levels at 
those other venues to be more favorable. The Exchange believes the 
proposal reflects a reasonable and competitive pricing structure 
designed to incentivize market participants to direct additional order 
flow, including Added Displayed Sub-Dollar Volume and other liquidity-
adding orders, to the Exchange, which the Exchange believes would 
promote price discovery and enhance liquidity and market quality on the 
Exchange to the benefit of all Members.
    The Exchange notes that volume-based incentives and discounts have 
been widely adopted by exchanges, including the Exchange, and are 
reasonable, equitable and not unfairly discriminatory because they are 
open to all members on an equal basis and provide additional benefits 
or discounts that are reasonably related to the value to an exchange's 
market quality associated with higher levels of market activity, such 
as higher levels of liquidity provision and/or growth patterns, and the 
introduction of higher volumes of orders into the price and volume 
discovery process. The Exchange believes that the Step-Up Additive 
Rebate and Liquidity Removal Tier 1, as modified by the proposed 
changes to the required criteria under such tiers, are reasonable, 
equitable and not unfairly discriminatory for these same reasons, as 
such tiers would continue to provide Members with incremental 
incentives to achieve certain volume thresholds on the Exchange, are 
available to all Members on an equal basis, and, as described above, 
are designed to encourage Members to maintain or increase their order 
flow, including liquidity-adding orders, to the Exchange in order to 
qualify for an additive rebate for executions of Added Displayed Volume 
or a discounted fee for executions of Removed Volume, respectively, 
thereby contributing to a deeper and more liquid market to the benefit 
of all Members. The Exchange also believes that the proposed changes to 
the required criteria under such tiers reflect a reasonable and 
equitable allocation of fees and rebates because the Exchange believes 
that the additive rebate for executions of Added Displayed Volume under 
the Step-Up Additive Rebate and the fee for executions of Removed 
Volume under Liquidity Removal Tier 1 each remain commensurate with the 
corresponding required criteria under the applicable tier, and are 
reasonably related to the market quality benefits that the applicable 
tier is designed to achieve.
    The Exchange believes that the proposed increased rebate for 
executions of Added Displayed Sub-Dollar Volume is reasonable, 
equitable, and non-discriminatory because it would further incentivize 
Members to submit displayed liquidity-adding orders in sub-dollar 
securities to the Exchange, which would deepen liquidity and promote 
price discovery in such securities to the benefit of all Members, and 
such rebate would continue to apply equally to all executions of Added 
Displayed Sub-Dollar Volume for all Members. The Exchange further 
believes that the proposed increased rebate is reasonable because at 
least one other exchange provides rebates for executions of liquidity-
adding orders in sub-dollar securities that are lower than, equal to, 
and higher than the proposed rebate.\13\
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    \13\ See the NYSE Arca, Inc. equities trading fee schedule on 
its public website (available at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf), which 
reflects a standard rebate of 0.0% of the total dollar value of the 
transaction for liquidity-adding transactions in securities priced 
below $1.00 per share and also reflects tiered rebates for such 
transactions ranging from 0.05% to 0.15% of the total dollar value 
of the transaction based on a participant achieving certain volume 
thresholds.
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    For the reasons discussed above, the Exchange submits that the 
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of 
the Act \14\ in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its Members and other 
persons using its facilities and is not designed to unfairly 
discriminate between customers, issuers, brokers, or dealers. As 
described more fully below in the Exchange's statement regarding the 
burden on competition, the Exchange believes that its transaction 
pricing is subject to significant competitive forces, and that the 
proposed fees and rebates described herein are appropriate to address 
such forces.
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    \14\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposal will result in any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Instead, as discussed above, 
the proposal is intended to incentivize market participants to direct 
additional order flow, including Added Displayed Sub-Dollar Volume and 
other liquidity-adding orders, to the Exchange, thereby promoting price 
discovery and enhancing liquidity and market quality on the Exchange to 
the benefit of all Members. As a result, the Exchange believes the 
proposal would enhance its competitiveness as a market that attracts 
actionable orders, thereby making it a more desirable destination venue 
for its customers. For these reasons, the Exchange believes that the 
proposal furthers the Commission's goal in adopting Regulation NMS of 
fostering competition among orders, which promotes ``more efficient 
pricing of individual stocks for all types of orders, large and 
small.'' \15\
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    \15\ See supra note 12.
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Intramarket Competition
    As discussed above, the Exchange believes that the proposal would 
incentivize Members to submit additional order flow, including Added 
Displayed Sub-Dollar Volume and other liquidity-adding orders, to the 
Exchange, thereby promoting price discovery and enhancing liquidity and 
market quality on the Exchange to the benefit of all Members, as well 
as enhancing the attractiveness of the Exchange as a trading venue, 
which the Exchange believes, in turn, would continue to encourage 
market participants to direct additional order flow to the Exchange. 
Greater liquidity benefits all Members by providing more trading 
opportunities and encourages Members to send additional orders to the 
Exchange, thereby contributing to robust levels of liquidity, which 
benefits all market participants. The opportunity to qualify for the 
proposed new alternative criteria under the Step-Up

[[Page 49623]]

Additive Rebate and Liquidity Removal Tier 1, and thus receive the 
corresponding additive rebate for executions of Added Displayed Volume 
or pay the discounted fee for Removed Volume, respectively, would 
continue to be available to all Members that meet the associated volume 
requirements in any month. As described above, the Exchange believes 
that the proposed new required criteria under each such tier are 
commensurate with the corresponding fee or rebate under such tier and 
are reasonably related to the enhanced liquidity and market quality 
that such tier is designed to promote. For the foregoing reasons, the 
Exchange believes the proposed changes would not impose any burden on 
intramarket competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.
Intermarket Competition
    As noted above, the Exchange operates in a highly competitive 
market in which market participants can readily direct order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive or incentives to be insufficient. Members have numerous 
alternative venues that they may participate on and direct their order 
flow to, including 15 other equities exchanges and numerous alternative 
trading systems and other off-exchange venues. As noted above, no 
single registered equities exchange currently has more than 
approximately 15.5% of the total market share of executed volume of 
equities trading. Thus, in such a low-concentrated and highly 
competitive market, no single equities exchange possesses significant 
pricing power in the execution of order flow. Moreover, the Exchange 
believes that the ever-shifting market share among the exchanges from 
month to month demonstrates that market participants can shift order 
flow or discontinue to reduce use of certain categories of products, in 
response to new or different pricing structures being introduced into 
the market. Accordingly, competitive forces constrain the Exchange's 
transaction fees and rebates, including with respect to executions of 
Added Displayed Volume, Removed Volume, and Added Displayed Sub-Dollar 
Volume, and market participants can readily choose to send their orders 
to other exchange and off-exchange venues if they deem fee levels at 
those other venues to be more favorable. As described above, the 
proposed changes represent a competitive proposal through which the 
Exchange is seeking to encourage additional order flow to the Exchange 
through an increased rebate and volume-based tiers, which have been 
widely adopted by exchanges, including the Exchange. Accordingly, the 
Exchange believes the proposal would not burden, but rather promote, 
intermarket competition by enabling it to better compete with other 
exchanges that offer similar pricing incentives to market participants.
    Additionally, the Commission has repeatedly expressed its 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. Specifically, 
in Regulation NMS, the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and, also, recognized 
that current 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.'' \16\ The fact 
that this market is competitive has also long been recognized by the 
courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows: 
``[n]o one disputes that competition for order flow is `fierce.' . . . 
As the SEC explained, `[i]n the U.S. national market system, buyers and 
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders 
for execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers'. . . .''.\17\ Accordingly, the Exchange does not believe its 
proposed pricing changes impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \16\ See supra note 12.
    \17\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act \18\ and Rule 19b-4(f)(2) \19\ thereunder.
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    \18\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \19\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     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-MEMX-2022-22 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-MEMX-2022-22. 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

[[Page 49624]]

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-
MEMX-2022-22 and should be submitted on or before September 1, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17220 Filed 8-10-22; 8:45 am]
BILLING CODE 8011-01-P


