Federal Register / Vol. 88, No. 244 / Thursday, December 21, 2023 / Notices 88461 

272 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed 

pricing changes on November 28, 2023 (SR–GEMX– 

2023–16). On December 5, 2023, the Exchange 

withdrew that filing and submitted this filing. 

4 ‘‘Specialized Quote Feed’’ or ‘‘SQF’’ is an 

interface that allows Market Makers to connect, 

send, and receive messages related to quotes, 

Immediate-or-Cancel Orders, and auction responses 

to the Exchange. Features include the following: (1) 

options symbol directory messages (e.g., underlying 

instruments); (2) System event messages (e.g., start 

of trading hours messages and start of opening); (3) 

trading action messages (e.g., halts and resumes); (4) 

execution messages; (5) quote messages; (6) 

Immediate-or-Cancel Order messages; (7) risk 

protection triggers and purge notifications; (8) 

opening imbalance messages; (9) auction 

notifications; and (10) auction responses. The SQF 

Purge Interface only receives and notifies of purge 

requests from the Market Maker. Market Makers 

may only enter interest into SQF in their assigned 

options series. Immediate-or-Cancel Orders entered 

into SQF are not subject to the Order Price 

Protection, Market Order Spread Protection, and 

Size Limitation Protection in Options 3, Section 

15(a)(1)(A), (1)(B), and (2)(B) respectively. See 

Supplementary Material .03(c) to Options 3, Section 

7. 

5SQF Purge is a specific port for the SQF 

interface that only receives and notifies of purge 

requests from the Market Maker. Dedicated SQF 

Purge Ports enable Market Makers to seamlessly 

manage their ability to remove their quotes in a 

swift manner. The SQF Purge Port is designed to 

assist Market Makers in the management of, and 

risk control over, their quotes. Market Makers may 

utilize a purge port to reduce uncertainty and to 

manage risk by purging all quotes in their assigned 

options series. Of note, Market Makers may only 

enter interest into SQF in their assigned options 

series. Additionally, the SQF Purge Port may be 

utilized by a Market Maker in the event that the 

Member has a system issue and determines to purge 

its quotes from the order book. 

6The Exchange proposes to add a comma 

between ‘‘per port’’ and ‘‘per month’’ in the Options 

7, Section 6, C, SQF Port and SQF Purge Port Fee 

rule text. The Exchange also proposes to remove an 

extraneous period in Options 7, Section 6, C, in the 

second paragraph. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

BOX–2023–20 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–2023–20. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–BOX–2023–20 and should be 

submitted on or before January 11, 2024. 

Rebuttal comments should be submitted 

by January 25, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.272

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–28043 Filed 12–20–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99190; File No. SR–GEMX– 

2023–19] 

Self-Regulatory Organizations; Nasdaq 

GEMX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Options 7, 

Section 6 

December 15, 2023. 

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 December 

5, 2023, Nasdaq GEMX, LLC (‘‘GEMX’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Rules at Options 7, Section 6, C, Ports 

and Other Services.3

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/gemx/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Options 7, Section 6, C, Ports and Other 

Services. Specifically, the Exchange 

proposes to amend the monthly caps for 

SQF Ports 4 and SQF Purge Ports.5

Today, GEMX assesses $1,250 per 

port, per month for an SQF Port as well 

as an SQF Purge Port.6 Also, today, SQF 

Ports and SQF Purge Ports are subject to 

a monthly cap of $17,500, which cap is 

applicable to Market Makers. 

At this time, the Exchange proposes to 

increase the SQF Port and SQF Purge 

Port monthly cap fee of $17,500 per 

month to $27,500 per month. The 

Exchange is not amending the $1,250 

per port, per month SQF Port and SQF 

Purge Port. As is the case today, the 

Exchange would not assess a Member an 

SQF Port or SQF Purge Port fee beyond 

the monthly cap once the Member has 

exceeded the monthly cap for the 

respective month. Despite increasing the 

monthly cap for SQF Ports and SQF 

Purge Ports from $17,500 per month to 


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88462 Federal Register / Vol. 88, No. 244 / Thursday, December 21, 2023 / Notices 

7For example, a Market Maker may desire to 

utilize multiple SQF Ports for accounting purposes, 

to measure performance, for regulatory reasons or 

other determinations that are specific to that 

Member. 

8 GEMX Market Makers have various regulatory 

requirements as provided for in Options 2, Section 

4. Additionally, GEMX Market Makers have certain 

quoting requirements with respect to their assigned 

options series as provided in Options 2, Section 5. 

SQF Ports are the only quoting protocol available 

on GEMX and only Market Makers may utilize SQF 

Ports. The same is true for SQF Purge Ports. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(4) and (5). 

11NetCoalition 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)). 

12Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(‘‘Regulation NMS Adopting Release’’). 

13For example, a Market Maker or may desire to 

utilize multiple SQF Ports for accounting purposes, 

to measure performance, for regulatory reasons or 

other determinations that are specific to that 

Member. 

14 GEMX Market Makers have various regulatory 

requirements as provided for in Options 2, Section 

4. Additionally, GEMX Market Makers have certain 

quoting requirements with respect to their assigned 

options series as provided in Options 2, Section 5. 

SQF Ports are the only quoting protocol available 

on GEMX and only Market Makers may utilize SQF 

Ports. 

$27,500 per month, the Exchange will 

continue to offer Members the 

opportunity to cap their SQF Port and 

SQF Purge Port fees so that they would 

not be assessed these fees beyond the 

cap. Further, a GEMX Market Maker 

requires only one SQF Port to submit 

quotes in its assigned options series into 

GEMX. A GEMX Market Maker may 

submit all quotes through one SQF Port 

and utilize one SQF Purge Port to view 

its purge requests. While a Market 

Maker may elect to obtain multiple SQF 

Ports and SQF Purge Ports to organize 

its business,7 only one SQF Port and 

SQF Purge Port is necessary for a Market 

Maker to fulfill its regulatory quoting 

obligations.8

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,9 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,10 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The proposed pricing change to 

increase the monthly cap applicable to 

SQF Ports and SQF Purge Ports is 

reasonable in several respects. As a 

threshold matter, the Exchange is 

subject to significant competitive forces 

in the market for options securities 

transaction services that constrain its 

pricing determinations in that market. 

The fact that this market is competitive 

has 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 brokerdealers 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’. . . .’’ 11

The Commission and the courts have 

repeatedly expressed their preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, while 

adopting a series of steps to improve the 

current market model, 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

Numerous indicia demonstrate the 

competitive nature of this market. 

Within this environment, market 

participants can freely and often do shift 

their order flow among the Exchange 

and competing venues in response to 

changes in their respective pricing 

schedules. 

The proposed pricing change to 

increase the SQF Port and SQF Purge 

Port monthly cap from $17,500 per 

month to $27,500 per month is 

reasonable because despite the increase 

in the monthly cap, the Exchange will 

continue to offer Members the 

opportunity to cap their SQF Port and 

SQF Purge Port fees so that they would 

not be assessed these fees beyond the 

cap. Additionally, a GEMX Market 

Maker requires only one SQF Port to 

submit quotes in its assigned options 

series into GEMX. A GEMX Market 

Maker may submit all quotes through 

one SQF Port and utilize one SQF Purge 

Port to view its purge requests. While a 

Market Maker may elect to obtain 

multiple SQF Ports and SQF Purge Ports 

to organize its business,13 only one SQF 

Port and SQF Purge Port is necessary for 

a Market Maker to fulfill its regulatory 

quoting obligations.14

The Exchange’s proposed pricing 

change to increase the SQF Port and 

SQF Purge Port monthly cap from 

$17,500 per month to $27,500 per 

month is equitable and not unfairly 

discriminatory because the Exchange 

would uniformly not assess any Market 

Makers that exceeded the proposed 

monthly cap any SQF Port and SQF 

Purge Port fees for that month beyond 

the cap. Market Makers are the only 

market participants that are assessed 

SQF Port and SQF Purge Port fees 

because they are the only market 

participants that are permitted to quote 

on the Exchange. 

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. 

Intermarket Competition 

The proposal does not impose an 

undue burden on intermarket 

competition. The Exchange believes its 

proposal remains competitive with 

other options markets who also offer 

order entry protocols. The Exchange 

notes that it operates in a highly 

competitive market in which market 

participants can readily favor competing 

venues if they deem fee levels at a 

particular venue to be excessive. In such 

an environment, the Exchange must 

continually adjust its fees to remain 

competitive with other exchanges. 

Because competitors are free to modify 

their own fees in response, and because 

market participants may readily adjust 

their order routing practices, the 

Exchange believes that the degree to 

which fee changes in this market may 

impose any burden on competition is 

extremely limited. 

Intramarket Competition 

The Exchange’s proposed pricing 

change to increase the SQF Port and 

SQF Purge Port monthly cap from 

$17,500 per month to $27,500 per 

month does not impose an undue 

burden on competition because the 

Exchange would uniformly not assess 

any Market Makers that exceeded the 

proposed monthly cap any SQF Port 

and SQF Purge Port fees for that month 

beyond the cap. Market Makers are the 

only market participants that are 

assessed SQF Port and SQF Purge Port 

fees because they are the only market 

participants that are permitted to quote 

on the Exchange. 


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Federal Register / Vol. 88, No. 244 / Thursday, December 21, 2023 / Notices 88463 

15 15 U.S.C. 78s(b)(3)(A)(ii). 16 17 CFR 200.30–3(a)(12). 

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 Act.15 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: (i) 

necessary or appropriate in the public 

interest; (ii) for the protection of 

investors; or (iii) 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

GEMX–2023–19 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–GEMX–2023–19. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–GEMX–2023–19 and should be 

submitted on or before January 11, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–28041 Filed 12–20–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–222, OMB Control No. 

3235–0233] 

Submission for OMB Review; 

Comment Request; Extension: Form 

2–E 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

Rule 609 (17 CFR 230.609) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) requires small business investment 

companies and business development 

companies that have engaged in 

offerings of securities that are exempt 

from registration pursuant to Regulation 

E under the Securities Act of 1933 (17 

CFR 230.601 to 610a) to report semiannually on Form 2–E (17 CFR 239.201) 

the progress of the offering. The form 

solicits information such as the dates an 

offering commenced and was completed 

(if completed), the number of shares 

sold and still being offered, amounts 

received in the offering, and expenses 

and underwriting discounts incurred in 

the offering. The information provided 

on Form 2–E assists the staff in 

monitoring the progress of the offering 

and in determining whether the offering 

has stayed within the limits set for an 

offering exempt under Regulation E. 

Although there have been no filings of 

Form 2–E since 2017, for administrative 

purposes the Commission estimates 

that, on average, approximately one 

respondent submits a Form 2–E filing 

each year. The Commission further 

estimates that this information 

collection imposes an annual burden of 

four hours and imposes no annual 

external cost burden. 

The collection of information under 

Form 2–E is mandatory. The 

information provided by the form will 

not be kept confidential. An agency may 

not conduct or sponsor, and a person is 

not required to respond to, a collection 

of information unless it displays a 

currently valid OMB control number. 

Written comments continue to be 

invited on: (a) whether this collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by January 22, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o John Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 


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