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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 99998 

(April 19, 2024), 89 FR 32507 (April 26, 2024) (SR– 

MEMX–2024–14). 

4See Securities Exchange Act Release No. 100435 

(June 26, 2024), 89 FR 54878 (July 2, 2024) (SR– 

MEMX–2024–25). 

5See Securities Exchange Act Release No. 100793 

(August 21, 2024), 89 FR 68664 (August 27, 2024) 

(SR–MEMX–2024–31). 

6See MEMX Rule 21.15(b)(1). 

7See Market Data Definitions under the proposed 

MEMX Options Fee Schedule. The Exchange also 

proposes to adopt a definition for ‘‘Distributor’’, 

which would mean any entity that receives an 

Exchange Data product directly from the Exchange 

or indirectly through another entity and then 

distributes internally or externally to a third party. 

8See Market Data Definitions under the proposed 

MEMX Options Fee Schedule. 

9The proposed definitions of Internal Distributor 

and External Distributor are the same definitions 

used in the Exchange’s Equities Fee Schedule. 

10See MEMX Rule 21.15(b)(2). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101370; File No. SR– 

MEMX–2024–40] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule Regarding Options Market 

Data Products 

October 17, 2024. 

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 October 

4, 2024, MEMX LLC (‘‘MEMX’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

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 is filing with the 

Commission a proposed rule change to 

amend the Market Data section of its fee 

schedule applicable to its equity options 

platform (‘‘MEMX Options’’) to adopt 

fees for certain of its market data 

products, which are currently offered 

free of charge, pursuant to MEMX Rules 

15.1(a) and (c). The Exchange proposes 

to implement the changes to the Fee 

Schedule pursuant to this proposal 

immediately. The text of the proposed 

rule change is provided in Exhibit 5. 

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 Market Data 

section of the Exchange’s fee schedule 

applicable to MEMX Options (‘‘MEMX 

Options Fee Schedule’’) to adopt fees for 

certain of its options market data 

products which are currently offered 

free of charge, namely MEMOIR Options 

Depth and MEMOIR Options Top 

(collectively, the ‘‘Options Data Feeds’’). 

As set forth below, the Exchange 

believes that the proposed fees are fair 

and reasonable and has based its 

proposal on a detailed cost analysis, as 

well as other factors including a 

comparison to competitor pricing. The 

Exchange is proposing to implement the 

proposed fees immediately. The 

Exchange previously filed this proposal 

on March 28, 2024 (SR–MEMX–2024– 

11) (the ‘‘Initial Proposal’’). On April 15, 

2024, the Exchange withdrew the Initial 

Proposal and replaced it with SR– 

MEMX–2024–14 (the ‘‘Second 

Proposal’’),3 on June 14, 2024, the 

Exchange withdrew the Second 

Proposal and replaced it with SR– 

MEMX–2024–25 (the ‘‘Third 

Proposal’’),4 and on August 8, 2024, the 

Exchange withdrew the Third Proposal 

and replaced it with SR–MEMX–2024– 

31 (the ‘‘Fourth Proposal’’).5 Now, the 

Exchange is withdrawing the Fourth 

Proposal and is replacing it with the 

current filing. 

Before setting forth the additional 

details regarding the proposal as well as 

the cost analysis conducted by the 

Exchange, immediately below is a 

description of the proposed fees. 

Proposed Market Data Pricing 

MEMX Options offers two separate 

data feeds to subscribers—MEMOIR 

Options Depth and MEMOIR Options 

Top. The Exchange notes that there is 

no requirement that any subscribing 

entity (‘‘Firm’’) subscribe to a particular 

Options Data Feed or any Options Data 

Feed whatsoever, but instead, a Firm 

may choose to maintain subscriptions to 

those Options Data Feeds they deem 

appropriate based on their business 

model. The proposed fee will not apply 

differently based upon the size or type 

of Firm, but rather based upon the 

subscriptions a Firm has to Options 

Data Feeds. The proposed pricing for 

each of the Options Data Feeds is set 

forth below. 

MEMOIR Options Depth 

The MEMOIR Options Depth feed is 

a MEMX-only market data feed that 

contains depth of book quotations and 

execution information based on options 

orders entered in the System.6 For the 

receipt of access to the MEMOIR 

Options Depth feed, the Exchange 

proposes to charge $1,500 per month. 

This proposed access fee would be 

charged to any data recipient that 

receives a data feed of the MEMOIR 

Options Depth feed for purposes of 

internal distribution (i.e., an ‘‘Internal 

Distributor’’), for external redistribution 

(i.e. an ‘‘External Distributor’’), or both. 

The Exchange proposes to define an 

Internal Distributor as ‘‘a Distributor 

that receives an Exchange Data product 

and then distributes that data to one or 

more data recipients within the 

Distributor’s own organization,’’ 7 and 

an External Distributor as ‘‘a Distributor 

that receives an Exchange Data product 

and then distributes that data to a third 

party or one or more data recipients 

outside the Distributor’s own 

organization.’’ 8 The proposed access fee 

will be charged only once per month per 

Firm regardless of whether the Firm 

uses the MEMOIR Options Depth feed 

for internal distribution, external 

distribution, or both.9

MEMOIR Options Top 

The MEMOIR Options Top feed is a 

MEMX-only market data feed that 

contains top of book quotations and 

executions based on options orders 

entered into the System.10 For the 

receipt of access to the MEMOIR 

Options Top feed, the Exchange 

proposes to charge $750 per month. 

This proposed access fee would be 

charged to any data recipient that 

receives a data feed of the MEMOIR 

Options Top feed for purposes of 

internal distribution (i.e., an Internal 

Distributor), external redistribution (i.e. 


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11See Securities Exchange Act Release No. 97130 

(March 13, 2023), 88 FR 16491 (March 17, 2023) 

(SR–MEMX–2023–04). 

12See MIAX Pearl Options Fee Schedule, 

available at: https://www.miaxglobal.com/markets/ 

us-options/pearl-options/fees (the ‘‘MIAX Pearl Fee 

Schedule’’). 

13See the Nasdaq BX Options Fee Schedule, 

available at: https://listingcenter.nasdaq.com/ 

rulebook/bx/rules/bx-options-7. 

14As noted below, based on its review of MIAX 

Pearl’s Fee Schedule, the Exchange believes that 

MIAX Pearl charges separate fees for Internal and 

External Distribution of its options data feeds, and 

while its External Distribution fees are identical to 

the Exchange’s proposed flat fee for all uses for both 

comparable products, its Internal Distribution Fees 

are slightly lower than what the Exchange is 

proposing for access to the Exchange’s Options Data 

Feeds. Nevertheless, given that the Exchange allows 

both Internal and External Distribution for a single 

fee for a single data feed, the Exchange believes its 

proposed fees remain comparable and competitive 

with MIAX Pearl. 

15Fees for BZX Options Depth, which is the 

comparable product to MEMOIR Options Depth, are 

$3,000 for internal distribution and $2,000 for 

external distribution compared to the Exchange’s 

proposed fee of $1,500 for all uses. In addition, BZX 

Options charges professional user fees of $30 per 

month and non-professional user fees of $1.00 per 

month for each entity to which it distributes the 

feed (alternatively, it offers distributors an option to 

purchase a monthly Enterprise Fee of $3,500 to 

distribute to an unlimited number of users), which 

the Exchange is not proposing to charge. Fees for 

BZX Options Top, which is the comparable product 

to MEMOIR Options Top, are $3,000 for internal 

distribution, $2,000 for external distribution, with 

Professional User Fees of $5 per month, NonProfessional Fees of $0.10 per month per user, or 

an Enterprise Fee ranging anywhere from $20,000 

to $60,000 per month depending on the number of 

users to which the distributer plans to distribute the 

feed. Again, the Exchange is not proposing any 

additional User Fees for MEMOIR Options Top, but 

rather, a flat fee of $750 for all uses. See the BZX 

Options Fee Schedule, available at: https://

www.cboe.com/us/options/membership/fee_

schedule/bzx/. Fees for NYSE Arca Options Deep 

and NYSE American Options Deep, which are the 

comparable products to MEMOIR Options Depth, 

are $3,000 for access (internal use) and $2,000 for 

redistribution (external distribution), and $5,000 for 

non-display use, compared to the Exchange’s 

proposed fee of $1,500 for all uses. NYSE Arca 

Options and NYSE American Options also charge 

professional user fees of $50 per User, and NonProfessional User Fees of $1.00 per user, capped at 

$5,000 per month. Again, the Exchange does not 

require any counting of users and has instead 

proposed a flat fee of $1,500 for all uses. Fees for 

the NYSE Arca Options Top and NYSE American 

Options Top, which are the comparable products to 

MEMOIR Options Top are the same as above 

($3,000 for internal, $2,000 for external and $5,000 

for non-display, with the additional Professional 

and Non-Professional User Fees), compared to the 

Exchange’s proposed fee of $750 for all uses. See 

NYSE Proprietary Market Data Pricing Guide, 

available at: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_Market_Data_Pricing.pdf. 

16See supra notes 12–13. 

an External Distributor), or both. The 

proposed access fee for internal and 

external distribution will be charged 

only once per month per Firm 

regardless of whether the Firm uses the 

MEMOIR Options Top feed for internal 

distribution, external distribution, or 

both. 

Billing Process 

The Exchange proposes to bill for the 

Options Data Feeds in the same manner 

as it does for the market data products 

it provides for its equities Exchange, 

(the ‘‘Equities Data Feeds’’), and to make 

this clear on the Fee Schedule. 

Specifically, the Fee Schedule would 

state that ‘‘[f]ees for Market Data 

products are assessed based on each 

active product at the close of business 

on the first day of each month,’’ and that 

‘‘[i]f a product is cancelled by a 

subscriber’s submission of a written 

request or via the MEMX User Portal 

prior to such fee being assessed, then 

the subscriber will not be obligated to 

pay the applicable product fee. MEMX 

does not return pro rated fees if a 

product is not used for an entire 

month.’’ The Exchange believes that this 

billing methodology has been efficient 

with respect to the Equities Data Feeds 

and is well understood by market 

participants. 

Additional Discussion—Background 

The Exchange launched MEMX 

Options on September 27, 2023. As a 

new entrant in the equity options 

trading space, MEMX did not begin 

charging fees for options market data 

until April 1, 2024. The objective of this 

approach was to eliminate any fee-based 

barriers for Members to join the 

Exchange, which the Exchange believes 

was helpful in its ability to attract order 

flow as a new options exchange. 

Further, the Exchange did not initially 

charge for options market data because 

MEMX believes that any exchange 

should first deliver meaningful value to 

Members and other market participants 

before charging fees for its products and 

services. 

The Exchange also did not begin 

charging for the Equities Data Feeds 

until 2022, nearly two years after it 

launched as a national securities 

exchange in 2020. In connection with 

the adoption of fees for the Equities Data 

Feeds, the Exchange conducted an 

extensive cost analysis (the ‘‘2022 Cost 

Analysis’’),11 and the Exchange’s Initial 

and Second Proposal to adopt fees for 

Options Data Feeds stemmed from the 

same cost analysis, which it reviewed 

and updated for 2024 (the ‘‘2024 Cost 

Analysis’’). The 2024 Cost Analysis 

combined costs for providing market 

data for both its equities and options 

trading platforms (the ‘‘Exchange Data 

Feeds’’) due to the fact that in general, 

the Exchange did not add a significant 

amount of marginal costs for the 

provision of options market data, and as 

such, costs associated with the 

provision of Equities Data Feeds became 

shared costs for the provision of Options 

Data Feeds. For example, the Exchange 

did not hire additional staff specifically 

to sell or otherwise manage options 

market data, rather, the existing team 

absorbed the additional workload. 

Nevertheless, as discussed more fully 

below, the Exchange has revised its cost 

analysis in this proposal by focusing 

solely on the marginal costs associated 

with the addition of providing the 

Options Data Feeds, and allocating 

those costs according to the same 

principles utilized in the 2024 Cost 

Analysis (the ‘‘Options Market Data Cost 

Analysis’’). Pursuant to the Options 

Market Data Analysis, the Exchange 

calculated the total marginal costs for 

providing the Options Data Feeds in 

2024 at approximately $307,001. In 

order to establish fees that are designed 

to recover the marginal costs of 

providing the Options Data Feeds with 

a reasonable profit margin, the Exchange 

is proposing to modify its Fee Schedule, 

as described above. In addition to the 

Options Market Data Cost Analysis, 

described below, the Exchange believes 

that its proposed approach to market 

data fees is in line with that of its 

competitors. 

Additional Discussion—Comparison 

With Other Exchanges 

The proposed fee structure for the 

Options Data Feeds is not novel but is 

instead comparable to the fee structure 

currently in place for the options 

exchanges operated by MIAX, in 

particular, MIAX Pearl Options (‘‘MIAX 

Pearl’’),12 and the options exchanges 

operated by Nasdaq, in particular, 

Nasdaq BX Options (‘‘BX Options’’).13

The Exchange is proposing fees for its 

Options Data Feeds that are similar in 

structure to MIAX Pearl and BX Options 

and rates that are equal to, or lower 

than, than the rates data recipients pay 

for comparable data feeds from those 

exchanges, in a more simplified 

fashion.14 The Exchange notes that 

other competitors maintain fees 

applicable to options market data that 

are considerably higher than those 

proposed by the Exchange, including 

Cboe BZX Options (‘‘BZX Options’’), 

NYSE Arca Options and NYSE 

American Options.15 However, the 

Exchange has focused its comparison on 

MIAX Pearl and BX Options because 

their similar market data products are 

offered at prices lower than several 

other incumbent exchanges, which is a 

similar approach to that proposed by the 

Exchange.16

The fees for the MIAX Pearl Liquidity 

Feed—which like the MEMOIR Options 


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17See MIAX Pearl Options Fee Schedule, supra 

note 12. 

18See Nasdaq BX Options Fee Schedule, supra 

note 13. 

19 Id. 

20 15 U.S.C. 78s(b)(1). 21 17 CFR 240.19b–4. 22 15 U.S.C. 78f(b). 23 15 U.S.C. 78f(b)(4). 24 15 U.S.C. 78f(b)(5). 25 15 U.S.C. 78f(b)(8). 26 In 2019, Commission staff published guidance 

suggesting the types of information that SROs may 

use to demonstrate that their fee filings comply 

with the standards of the Exchange Act (‘‘Fee 

Guidance’’). While MEMX understands that the Fee 

Guidance does not create new legal obligations on 

SROs, the Fee Guidance is consistent with MEMX’s 

view about the type and level of transparency that 

exchanges should meet to demonstrate compliance 

with their existing obligations when they seek to 

charge new fees. See Staff Guidance on SRO Rule 

Filings Relating to Fees (May 21, 2019) available at 

https://www.sec.gov/tm/staff-guidance-sro-rulefilings-fees. 

Depth feed, includes top of book, depth 

of book, trades, and administrative 

messages—consist of an internal 

distributor access fee of $1,250 per 

month and an external distributor 

access fee of $1,500 per month. As such, 

the Exchange’s proposed rate for all uses 

of $1,500 per month is equal to what 

MIAX Pearl charges for external 

distribution, and $250 higher than what 

it charges for internal distribution 

only.17

The fees for the MIAX Pearl Top of 

Market Feed—which is the comparable 

product to MEMOIR Options Top, 

consist of an internal distributor access 

fee of $500 per month and an external 

distributor access fee of $750. Again, the 

Exchange’s proposed rate for all uses of 

$750 per month is identical to what 

MIAX Pearl charges for external 

distribution, and $250 higher than what 

it charges for internal distribution. 

While the Exchange’s proposed fee is 

slightly higher than what MIAX Pearl 

charges for internal distribution of its 

similar products, the Exchange believes 

that the simplicity of a single fee is 

preferable, specifically by reducing 

audit risk and simplifying reporting, 

both for the Exchange and its customers. 

Further, to the extent MIAX Pearl 

assesses both fees for both uses, it 

would cost more overall to receive and 

provide both internal and external 

distribution of MIAX Pearl’s comparable 

options data feeds than it does to 

receive and provide both internal and 

external distribution of the Exchange’s 

Options Data Feeds. 

As an additional cost comparison, the 

fees for both Nasdaq BX Options Depth 

of Market Feed (‘‘BX Depth’’) and Top 

of Market Feed (‘‘BX Top’’) are $1,500 

per month for internal distribution and 

$2,000 for external distribution, with an 

added $2,500 fee for a non-Display 

Enterprise License.18 While one 

distributor fee allows access to both BX 

Top and BX Depth, (for example, $1,500 

per month would allow a BX Options 

customer internal distribution of both 

BX Top and BX Depth) if a BX Options 

Customer wanted the same access 

provided under the Exchange’s 

proposed fees, (i.e. for all uses) it would 

need to pay an additional $2,000 for 

external distribution and $2,500 per 

month for a non-display enterprise 

license fee. In addition, BX Options 

charges monthly per subscriber fees for 

professional or non-professional use 19

which the Exchange will not charge for 

its similar market data products. 

Additional Discussion—Options Market 

Data Cost Analysis 

In general, the Exchange believes that 

exchanges, in setting fees of all types, 

should meet very high standards of 

transparency to demonstrate why each 

new fee or fee increase meets the 

Exchange Act requirements that fees be 

reasonable, equitably allocated, not 

unfairly discriminatory, and not create 

an undue burden on competition among 

members and markets. In particular, the 

Exchange believes that each exchange 

should take extra care to be able to 

demonstrate that these fees are based on 

its costs and reasonable business needs. 

Accordingly, in proposing to charge fees 

for Options Data Feeds, the Exchange 

has sought to be especially diligent in 

assessing those fees in a transparent way 

against its own aggregate costs of 

providing the related service, and also 

carefully and transparently assessing the 

impact on Members—both generally and 

in relation to other Members, i.e., to 

assure the fee will not create a financial 

burden on any participant and will not 

have an undue impact in particular on 

smaller Members and competition 

among Members in general. The 

Exchange does not believe it needs to 

otherwise address questions about 

market competition in the context of 

this filing because the proposed fees are 

so clearly consistent with the Act based 

on its Options Market Data Cost 

Analysis. The Exchange also believes 

that this level of diligence and 

transparency is called for by the 

requirements of Section 19(b)(1) under 

the Act,20 and Rule 19b–4 thereunder,21

with respect to the types of information 

self-regulatory organizations (‘‘SROs’’) 

should provide when filing fee changes, 

and Section 6(b) of the Act,22 which 

requires, among other things, that 

exchange fees be reasonable and 

equitably allocated,23 not designed to 

permit unfair discrimination,24 and that 

they not impose a burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act.25 This rule change 

proposal addresses those requirements, 

and the analysis and data in this section 

are designed to clearly and 

comprehensively show how they are 

met.26

As noted above, MEMX recently 

conducted a study of its aggregate costs 

to produce the Exchange Data Feeds— 

the 2024 Cost Analysis, and it used the 

2024 Cost Analysis as the foundation of 

the Options Market Data Cost Analysis, 

which ultimately went a step further in 

separately assessing the marginal costs 

associated with the provision of the 

Options Data Feeds as a subset of the 

total aggregate costs originally allocated 

towards the provision of the Exchange 

Data Feeds (i.e. both the Equities and 

Options Data Feeds) and allocating 

those marginal costs towards the 

provision of the Options Data Feeds. 

Prior to discussing how the Exchange 

allocated applicable costs under the 

Options Market Data Cost Analysis, the 

Exchange believes it is first necessary to 

set forth its process in conducting the 

2024 Cost Analysis. The 2024 Cost 

Analysis required a detailed analysis of 

MEMX’s aggregate baseline costs, 

including a determination and 

allocation of costs for core services 

provided by the Exchange—transaction 

execution, market data, membership 

services and trading permits, regulatory 

services, physical connectivity, and 

application sessions (which provide 

order entry, cancellation and 

modification functionality, risk 

functionality, ability to receive drop 

copies, and other functionality). MEMX 

separately divided its costs between 

those costs necessary to deliver each of 

these core services, including 

infrastructure, software, human 

resources (i.e., personnel), and certain 

general and administrative expenses 

(‘‘cost drivers’’). Next, MEMX adopted 

an allocation methodology with various 

principles to guide how much of a 

particular cost should be allocated to 

each core service. For instance, fixed 

costs that are not driven by client 

activity (e.g., message rates), such as 

data center costs, were allocated more 

heavily to the provision of physical 

connectivity (80%), with smaller 

allocations to logical ports (11%), and 

the remainder to the provision of 

transaction execution, regulatory 

services, and market data services (9%). 

The allocation methodology was 

decided through conversations with 

senior management familiar with each 


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27 It follows that the remaining percentage of costs 

allocated to the Exchange Data Feeds in the 2024 

Cost Analysis were allocated to the provision of the 

Equities Data feeds in the Options Market Data Cost 

Analysis. For example, the 2024 Cost Analysis 

allocated $2,606,282 of Human Resources costs to 

the provision of the Exchange Data feeds. In the 

Options Market Data Cost Analysis, the Exchange 

then allocated $254,331, or 9.8% of that total to the 

provision of Options Data Feeds, and thus the 

remaining $2,351,951 (or 90.2%) to the provision of 

the Equities Data Feeds. 

area of the Exchange’s operations. After 

adopting this allocation methodology, 

the Exchange then applied an estimated 

allocation of each cost driver to each 

core service, resulting in the cost 

allocations described below. 

By allocating segmented costs to each 

core service, MEMX was able to 

estimate by core service the potential 

margin it might earn based on different 

fee models. The Exchange notes that as 

a non-listing venue it has four primary 

sources of revenue that it can 

potentially use to fund its operations: 

transaction fees, fees for connectivity 

services, membership and regulatory 

fees, and market data fees. Accordingly, 

the Exchange generally must cover its 

expenses from these four primary 

sources of revenue. 

Through the Exchange’s extensive 

2024 Cost Analysis, the Exchange 

analyzed every expense item in the 

Exchange’s general expense ledger to 

determine whether each such expense 

relates to the provision of the Exchange 

Data Feeds, and, if such expense did so 

relate, what portion (or percentage) of 

such expense actually supports the 

provision of the Exchange Data Feeds, 

and thus bears a relationship that is, ‘‘in 

nature and closeness,’’ directly related 

to the Exchange Data Feeds. Based on its 

analysis, MEMX calculated its aggregate 

annual costs for providing the Exchange 

Data Feeds at $3,683,375. 

The following chart details the 

individual line-item (annual) costs 

considered by MEMX to be related to 

offering the Exchange Data Feeds to its 

Members and other customers as well as 

a percentage of the Exchange’s overall 

costs that such costs represent for such 

area (e.g., as set forth below, the 

Exchange allocated approximately 8% 

of its overall Human Resources cost to 

offering Exchange Data Feeds). 

Costs Driver Costs % of All 

Human Resources ....................................................................................................................................... $2,606,282 8 

Data Center ................................................................................................................................................. 69,340 2 

Technology (Hardware, Software Licenses, etc.) ....................................................................................... 287,141 7 

Depreciation ................................................................................................................................................. 397,471 5 

Allocated Shared Expenses ........................................................................................................................ 323,141 4 

Total ...................................................................................................................................................... 3,683,375 5.8 

Options Market Data Cost Analysis 

As noted above, the 2024 Cost 

Analysis estimated aggregate annual 

costs for providing the Exchange Data 

Feeds at $3,683,375. Based on the 

limited number of additional resources 

specifically devoted to providing and 

administering the Options Data Feeds, 

the Exchange determined it was 

appropriate to conduct an allocation of 

only marginal costs related to the 

provision of the Options Data Feeds. In 

conducting this analysis, the Exchange 

adopted an allocation model for four of 

the five categories (all but Human 

Resources, as described below) that was 

proportionally based upon the number 

of products sold in equities and options, 

and given the fact that the Exchange 

offers more data feeds and charges for 

Professional and Non-Professional User 

Fees in equities, the resulting allocation 

was 95.1% towards equities, and 4.9% 

towards options. 

For Human Resources, however, the 

Exchange determined it appropriate to 

employ a slightly different allocation 

model in order to accurately identify the 

Exchange’s marginal costs attributed to 

the provision of the Options Data Feeds. 

As described more fully below, the 

Exchange consulted with senior 

managers and department leaders in 

order to identify and distinguish Human 

Resources costs which directly support 

the Options Data Feeds (these Human 

Resources costs, hereinafter ‘‘direct’’ 

costs). The Exchange then added such 

direct cost allocation to 4.9% of the 

remaining ‘‘indirect’’ Human Resources 

costs (the calculation of which was 

based on the same proportional model 

for the remaining four categories) to find 

a total Human Resources Options Data 

Feeds cost allocation of approximately 

9.8% of the total Human Resources 

allocated toward the provision of the 

Exchange Data Feeds. 

The Exchange determined that this 

combined approach was appropriate for 

Human Resources given the fact that 

department leaders have direct 

knowledge of the time spent by each 

employee with respect to the various 

tasks necessary to operate the Exchange, 

and thus, it is possible to be more 

precise when it comes to Human 

Resources costs, enabling managers to 

separate out time ‘‘directly’’ spent on 

the Options and Equities Data Feeds, 

respectively, in order to arrive at the 

direct costs noted above. This same 

approach would not be as effective with 

respect to the remaining categories, as 

managers do not have the same 

quantifiable knowledge and costs for the 

remaining categories are determined 

with precision by using an allocated 

costs model. For example, surveying 

managers about the specific percentage 

of Depreciation or Data Center costs that 

are attributed to the provision of the 

Options Data Feeds would not yield an 

accurate result, whereas the allocated 

costs model provides an accurate 

measure of such costs. 

The following chart details the 

individual line-item costs considered by 

MEMX to be related to offering the 

Options Data Feeds to its Members and 

other customers as a well as the 

percentage of the Exchange’s overall 

Exchange Data Feed costs that such 

costs represent for such area (e.g., as set 

for the below, the Exchange allocated 

approximately 9.8% of the Human 

Resources costs allocated to the 

provision of the Exchange Data Feeds to 

the Options Data Feeds, or $254,331 

annually).27

Costs driver Costs % of market data 

total 

Human Resources ....................................................................................................................................... $254,331 9.8 

Data Center ................................................................................................................................................. 3,391 4.9 

Technology (Hardware, Software Licenses, etc.) ....................................................................................... 14,041 4.9 


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28See Securities Exchange Act Release No. 99259 

(January 2, 2024), 89 FR 965 (January 8, 2024) (SR– 

MEMX–2023–38). See also Securities Exchange Act 

Release No. 100021 (April 24, 2024), 89 FR 34298 

(April 30, 2024) (SR–MEMX–2024–13). 

29Specifically, 13% of the direct Human 

Resources cost allocated towards the provision of 

the Options Data Feeds totaled approximately 

$204,996. 

30Specifically, 4.9% of the indirect Human 

Resources costs allocated towards the provision of 

the Options Data Feeds totaled approximately 

$49,334. 

Costs driver Costs % of market data 

total 

Depreciation ................................................................................................................................................. 19,436 4.9 

Allocated Shared Expenses ........................................................................................................................ 15,802 4.9 

Total ...................................................................................................................................................... 307,001 ..............................

Human Resources 

In allocating personnel (Human 

Resources) costs, in order to not double 

count any allocations and to ensure that 

each employee’s time is 100% allocated, 

the Exchange first excluded any 

employee time allocated towards 

options regulation in order to recoup 

costs via the Options Regulatory Fee 

(‘‘ORF’’), as well as all other revenue 

streams, including transaction 

execution, membership services, 

physical connectivity, and application 

sessions.28 Of the remaining time left 

over, the Exchange considered the 

amount of employee time for employees 

whose functions include directly 

providing services necessary to offer the 

Exchange Data Feeds (primarily the 

Exchange’s systems engineering, 

member experience, and market 

operations teams), including 

performance thereof, as well as 

personnel with ancillary functions 

related to establishing and providing 

such services (such as information 

security, compliance and finance 

personnel). The Exchange notes that it 

has fewer than 100 employees and each 

department leader has direct knowledge 

of the time spent by each employee with 

respect to the various tasks necessary to 

operate the Exchange. The estimates of 

Human Resources cost were therefore 

determined by consulting with such 

department leaders, determining which 

employees are involved in tasks related 

to providing the Exchange Data Feeds, 

and confirming that the proposed 

allocation was reasonable based on an 

understanding of the percentage of their 

time such employees devote to tasks 

related to providing the Options Data 

Feeds and Equities Data Feeds, 

respectively. The Human Resources cost 

was calculated using a blended rate of 

compensation reflecting salary, equity 

and bonus compensation, benefits, 

payroll taxes, and 401(k) matching 

contributions. 

Next, of the direct time allocated to 

the Exchange Data Feeds (which 

amounted to approximately 61.3% of 

the total Human Resources allocated to 

the Exchange Data Feeds, or 

approximately $1,597,398), the 

Exchange determined that 

approximately 87% of the direct time 

spent on the Exchange Data Feeds was 

focused on the Equities Data Feeds, and 

approximately 13% of that time was 

focused on the Options Data Feeds.29

Again, these estimates were determined 

by consulting with department leaders, 

determining which employees are 

involved in tasks related to providing 

the Equities and Options Data Feeds, 

respectively, and confirming those 

proposed allocations were reasonable 

based on an understanding of the 

percentage of time employees devote to 

those tasks. Notably, the Exchange did 

not hire additional personnel to focus 

solely on the Options Data Feeds, 

however, additional hiring occurred to 

support the launch of MEMX Options 

and certain of those personnel have 

significant responsibilities with respect 

to the provision of the Exchange Data 

Feeds, which supports the slightly 

higher Human Resources cost allocated 

towards the provision of the Options 

Data Feeds. The Exchange believes that 

a higher allocation is also reasonable 

because the Human Resources 

component of providing the Options 

Data Feeds does require additional 

resources as compared to other 

components necessary to provide such 

data feeds, particularly with respect to 

the sales function, ongoing support, and 

application of the Exchange’s policies 

with respect to the provision of market 

data. Further, as MEMX Options grows, 

it is likely that additional personnel will 

be necessary to support such growth in 

order to provide customer support, 

including with respect to the Options 

Data Feeds. 

Finally, for the remaining Human 

Resources costs allocated toward the 

provision of the Exchange Data Feeds 

that were not already allocated as 

‘‘direct’’ costs (i.e. the remaining 38.7% 

of the total Human Resources costs 

allocated towards the provision of the 

Exchange Data Feeds, or $1,008,883), 

the Exchange applied the same 

allocation model as it did for the 

remaining categories that was 

proportionally based on the number of 

products sold in Equities and Options, 

or 95.1% towards Equities and 4.9% 

towards Options, in order to determine 

the remaining costs that should be 

allocated toward the provision of 

Options Data Feeds.30 Accordingly, a 

total of approximately $254,331 of the 

Exchange’s Human Resources costs, 

comprised of both direct and indirect 

costs, were allocated towards the 

provision of the Options Data feeds, or 

approximately 9.8%. Again, the 

Exchange believes that a higher 

allocation of Human Resources costs is 

appropriate, given the Exchange’s 

consideration of both the direct time 

attributed towards the provision of the 

Options Data Feeds coupled with a 

proportional allocation of Human 

Resources time that indirectly supports 

the provision of the Options Data Feeds. 

Data Center 

Data Center costs includes an 

allocation of the costs the Exchange 

incurs to provide the Exchange Data 

Feeds in the third-party data centers 

where the Exchange maintains its 

equipment as well as related costs (the 

Exchange does not own the Primary 

Data Center or the Secondary Data 

Center, but instead, leases space in data 

centers operated by third parties). Based 

on the allocation model utilized in the 

Options Market Data Cost Analysis 

described above, the Exchange allocated 

$3,391 of its Data Center costs (i.e. 4.9% 

of the costs allocated towards the 

Exchange Data Feeds in the 2024 Cost 

Analysis) towards the provision of the 

Options Data Feeds. 

Technology 

The Technology category includes the 

Exchange’s network infrastructure, other 

hardware, software, and software 

licenses used to operate and monitor 

physical assets necessary to provide the 

Exchange Data Feeds. Of note, certain of 

these costs were included in separate 

Network Infrastructure and Hardware 

and Software Licenses categories in the 

2022 Cost Analysis; however, in order to 

align more closely with the Exchange’s 


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31 In the Initial and Second Filings, the 

Exchange’s revenue projections anticipated a drop 

in subscriptions once the Exchange began charging 

for the Options Data Feeds, which did indeed 

occur. Specifically, of the nineteen (19) customers 

receiving the Options Data Feeds free of charge, 

four (4) requested removal once the Exchange began 

charging in April 2024. 

32This revenue projection is based on 14 MEMX 

Options Depth and 10 MEMX Options Top 

subscriptions per month in 2024. 

33The Exchange calculated this profit margin by 

dividing the annual projected profit of $34,999 by 

the annual projected revenue of $342,000 and 

multiplying by 100. 

34The Exchange notes that it does not believe that 

a 10% profit margin is necessarily competitive, and 

instead that this is likely significantly below the 

mark-up many businesses place on their products 

and services. 

35 15 U.S.C. 78f. 

36 15 U.S.C. 78f(b)(4). 

37 15 U.S.C. 78f(b)(5). 

audited financial statements, these costs 

were combined into the broader 

Technology category. Based on the 

allocation model utilized in the Options 

Market Data Cost Analysis described 

above, the Exchange allocated 

approximately $14,041 of its 

Technology costs to the Options Data 

Feeds in 2024. 

Depreciation 

The vast majority of the software the 

Exchange uses with respect to its 

operations, including the software used 

to generate and disseminate the Options 

Data Feeds has been developed in-house 

and the cost of such development is 

depreciated over time. Accordingly, the 

Exchange included Depreciation costs 

related to depreciated software used to 

generate and disseminate the Options 

Data Feeds. The Exchange also included 

in the Depreciation costs certain 

budgeted improvements that the 

Exchange intends to capitalize and 

depreciate with respect to the Options 

Data Feeds in the near-term, as well as 

the servers used at the Exchange’s 

primary and back-up data centers 

specifically used for the Options Data 

Feeds. Based on the allocation model 

utilized in the Options Market Data Cost 

Analysis described above, the Exchange 

allocated approximately $19,346 of its 

Depreciation costs towards the 

provision of the Options Data Feeds. 

Allocated Shared Expenses 

Finally, a limited portion of general 

shared expenses were allocated to the 

Options Data Feeds. The costs included 

in general shared expenses allocated to 

the Options Data Feeds include office 

space and office expenses (e.g., 

occupancy and overhead expenses), 

utilities, recruiting and training, 

marketing and advertising costs, 

professional fees for legal, tax and 

accounting services (including external 

and internal audit expenses), and 

telecommunications costs. The cost of 

paying individuals to serve on the 

Exchange’s Board of Directors or any 

committee was not allocated to 

providing Options Data Feeds. Based on 

the allocation model utilized in the 

Options Market Data Cost Analysis 

described above, the Exchange allocated 

$15,802 of its Allocated Shared 

Expenses to the Options Data Feeds in 

2024. 

Cost Analysis—Additional Discussion 

Based on the current number of 

subscribers to the Options Data Feeds,31

the Exchange anticipates annual 2024 

revenue for Options Data Feeds of 

$342,000.32 The proposed fees for the 

Options Data Feeds are designed to 

permit the Exchange to cover the 

marginal costs allocated to providing 

the Options Data Feeds with a profit 

margin that the Exchange believes is 

modest (approximately 10%),33 which 

the Exchange believes is fair and 

reasonable after taking into account the 

costs related to creating, generating, and 

disseminating the Options Data Feeds 

and the fact that the Exchange will need 

to fund future expenditures (increased 

costs, improvements, etc.). 

The Exchange like other exchanges is, 

after all, a for-profit business. 

Accordingly, while the Exchange 

believes in transparency around costs 

and potential margins, as well as 

periodic review of revenues and 

applicable costs (as discussed below), 

the Exchange does not believe that these 

estimates should form the sole basis of 

whether or not a proposed fee is 

reasonable or can be adopted. Instead, 

the Exchange believes that the 

information should be used solely to 

confirm that an Exchange is not earning 

supra-competitive profits, and the 

Exchange believes its Cost Analysis and 

related projections demonstrate this 

fact. 

As a general matter, the Exchange 

believes that its costs will remain 

relatively similar in future years. It is 

possible however that such costs will 

either decrease or increase. To the 

extent the Exchange sees growth in use 

of Options Data Feeds it will receive 

additional revenue to offset future cost 

increases. However, if use of Options 

Data Feeds is static or decreases, the 

Exchange might not realize the revenue 

that it anticipates or needs in order to 

cover applicable costs. Accordingly, the 

Exchange is committing to conduct a 

one-year review after implementation of 

these fees. The Exchange expects that it 

may propose to adjust fees at that time, 

to increase fees in the event that 

revenues fail to cover costs with a 

reasonable profit margin.34 Similarly, 

the Exchange expects that it would 

propose to decrease fees in the event 

that revenue materially exceeds current 

projections. In addition, the Exchange 

will periodically conduct a review to 

inform its decision making on whether 

a fee change is appropriate (e.g., to 

monitor for costs increasing/decreasing 

or subscribers increasing/decreasing, 

etc. in ways that suggest the thencurrent fees are becoming dislocated 

from the prior cost-based analysis) and 

expects that it would propose to 

increase fees in the event that revenues 

fail to cover its costs and a reasonable 

margin, or decrease fees in the event 

that revenue or the profit margin 

materially exceeds current projections. 

In the event that the Exchange 

determines to propose a fee change, the 

results of a timely review, including an 

updated cost estimate, will be included 

in the rule filing proposing the fee 

change. More generally, the Exchange 

believes that it is appropriate for an 

exchange to refresh and update 

information about its relevant costs and 

revenues in seeking any future changes 

to fees, and the Exchange commits to do 

so. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) 35 of the 

Act in general, and furthers the 

objectives of Section 6(b)(4) 36 of the 

Act, in particular, in that it is designed 

to provide for the equitable allocation of 

reasonable dues, fees and other charges 

among its Members and other persons 

using its facilities. Additionally, the 

Exchange believes that the proposed 

fees are consistent with the objectives of 

Section 6(b)(5) 37 of the Act in that they 

are designed to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, to remove impediments to 

a free and open market and national 

market system, and, in general, to 

protect investors and the public interest, 

and, particularly, are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange notes prior to 

addressing the specific reasons the 

Exchange believes the proposed fees 

and fee structure are reasonable, 

equitably allocated and not 

unreasonably discriminatory, that the 

proposed definitions and fee structure 


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38 15 U.S.C. 78f(b)(5). 

39See supra note 15. 

40 In calculating this margin, for all categories 

other than Human Resources, the Exchange split the 

applicable expenses 50/50 between the Equities 

Data Feeds and the Options Data Feeds. For Human 

Resources, the Exchange first allocated the 8% of 

the total Exchange Data Feeds Human Resources 

costs which were determined to be directly related 

to the provision of the Options Data Feeds (i.e. 8%, 

as noted above), plus 50% of the remaining Human 

Resources costs not otherwise directly related to the 

provision of the Equities Data Feeds and thus 

allocated thereto. 41 Id. [sic] 

described above are consistent with the 

definitions and fee structure used by 

most U.S. options exchanges, MIAX 

Pearl and BX Options in particular. As 

such, the Exchange believes it is 

adopting a model that is easily 

understood by Members and nonMembers, most of which also subscribe 

to market data products from other 

exchanges. For this reason, the 

Exchange believes that the proposed 

definitions and fee structure described 

above are consistent with the Act 

generally, and Section 6(b)(5) 38 of the 

Act in particular. 

One of the primary objectives of 

MEMX is to provide competition and to 

reduce fixed costs imposed upon the 

industry. Consistent with this objective, 

the Exchange believes that this proposal 

reflects a simple, competitive, 

reasonable, and equitable pricing 

structure, with fees that are discounted 

when compared to comparable data 

products and services offered by 

competitors.39

Reasonableness 

Overall. With regard to 

reasonableness, the Exchange 

understands that the Commission has 

traditionally taken a market-based 

approach to examine whether the SRO 

making the fee proposal was subject to 

significant competitive forces in setting 

the terms of the proposal. The Exchange 

understands that in general the analysis 

considers whether the SRO has 

demonstrated in its filing that (i) there 

are reasonable substitutes for the 

product or service; (ii) ‘‘platform’’ 

competition constrains the ability to set 

the fee; and/or (iii) revenue and cost 

analysis shows the fee would not result 

in the SRO taking supra-competitive 

profits. If the SRO demonstrates that the 

fee is subject to significant competitive 

forces, the Exchange understands that in 

general the analysis will next consider 

whether there is any substantial 

countervailing basis to suggest the fee’s 

terms fail to meet one or more standards 

under the Exchange Act. The Exchange 

further understands that if the filing 

fails to demonstrate that the fee is 

constrained by competitive forces, the 

SRO must provide a substantial basis, 

other than competition, to show that it 

is consistent with the Exchange Act, 

which may include production of 

relevant revenue and cost data 

pertaining to the product or service. 

The Exchange has not determined its 

proposed overall market data fees based 

on assumptions about market 

competition, instead relying upon a 

cost-plus model to determine a 

reasonable fee structure that is informed 

by the Exchange’s understanding of 

different uses of the products by 

different types of participants. In this 

context, the Exchange believes the 

proposed fees overall are fair and 

reasonable as a form of cost recovery 

plus the possibility of a reasonable 

return for the Exchange’s marginal costs 

of offering the Options Data Feeds. The 

Exchange believes the proposed fees are 

reasonable because they are designed to 

generate annual revenue to recoup some 

or all of Exchange’s annual marginal 

costs of providing market data in 

options with a reasonable profit margin. 

The Exchange also believes that 

performing the Options Market Data 

Cost Analysis utilizing the marginal 

costs related to the Options Data Feeds 

is reasonable because as a new entrant 

in the equity options space, the 

Exchange simply cannot charge more at 

this time based on what its competitors 

charge and what other options are 

available to market participants for the 

receipt of options market data. If the 

Exchange chose to allocate the average 

cost of providing market data to options 

and equities via a 50/50 split, then 

based on its proposed pricing and the 

revenues projected, the analysis would 

result in a profit margin for the Options 

Data Feeds of ¥265%.40 Alternatively, 

the Exchange would need to 

significantly increase the fees charged 

for the Options Data Feeds, which in 

turn, the Exchange believes would 

result in customers canceling their 

access to such Options Data Feeds and 

potentially participating less on the 

Exchange. Accordingly, the Exchange 

believes it is reasonable to seek to 

recover only the marginal costs 

associated with the Options Data Feeds 

in this proposal. As discussed in the 

Purpose section, the Exchange estimates 

that the Options Data Feed fees 

proposed herein will result in annual 

revenue of approximately $342,000, 

representing a profit margin of 

approximately 10% for the provision of 

Options Market Data. As such, the 

Exchange believes that this fee 

methodology is reasonable because it 

allows the Exchange to recoup some or 

all of its marginal expenses for 

providing options market data (with any 

additional revenue representing no 

more than what the Exchange believes 

to be a reasonable rate of return). The 

Exchange also believes that the 

proposed fees are reasonable because 

they are generally less than the fees 

charged by competing options 

exchanges for comparable market data 

products, notwithstanding that the 

competing exchanges may have 

different system architectures that may 

result in different cost structures for the 

provision of market data. 

The Exchange believes the proposed 

fees for the Options Data Feeds are 

reasonable when compared to fees for 

comparable products, such as the MIAX 

Pearl Top of Market Feed, the MIAX 

Pearl Liquidity Feed, and the BX 

Options Top and Depth Feeds, 

compared to which the Exchange’s 

proposed fees are equivalent or lower, 

as well as other comparable data feeds 

priced significantly higher than the 

Exchange’s proposed fees for the 

Options Data Feeds.41 Additionally, the 

Exchange’s single flat fee for each of its 

Options Data Feeds, regardless of use 

type, offers a more simplistic approach 

to market data pricing. Specifically with 

respect to the MEMOIR Options Depth 

feed, the Exchange believes that the 

proposed fee for such feed is reasonable 

because it represents not only the value 

of the data available from the MEMOIR 

Options Top feed, which has a lower 

proposed fee, but also the value of 

receiving the depth-of-book data on an 

order-by-order basis. The Exchange 

believes it is reasonable to have pricing 

based, in part, upon the amount of 

information contained in each data feed, 

which may have additional value to 

market participants. The MEMOIR 

Options Top feed, as described above, 

can be utilized to trade on the Exchange 

but contains less information than that 

is available on the MEMOIR Options 

Depth feed. Thus, the Exchange believes 

it reasonable for the products to be 

priced as proposed, with MEMOIR 

Options Depth having a higher price 

than MEMOIR Options Top. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Options Data Feeds are 

reasonable. 

Equitable Allocation 

Overall. The Exchange believes that 

its proposed fees are reasonable, fair, 

and equitable, and not unfairly 

discriminatory because they are 

designed to align fees with services 

provided. The Exchange believes that 

the proposed fees are equitably 


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42 15 U.S.C. 78f(b)(8). 

43See supra note 15. 

44 15 U.S.C. 78s(b)(3)(A)(ii). 

45 17 CFR 240.19b–4(f)(2). 

allocated because they will apply 

uniformly to all data recipients that 

choose to subscribe to the Options Data 

Feeds. Any Firm that chooses to 

subscribe to one or both of the Options 

Data Feeds is subject to the same Fee 

Schedule, regardless of what type of 

business they operate, and the decision 

to subscribe to one or both of the 

Options Data Feeds is based on 

objective differences in usage of Options 

Data Feeds among different Firms, 

which are still ultimately in the control 

of any particular Firm. The Exchange 

believes the proposed pricing between 

Options Data Feeds is equitably 

allocated because it is based, in part, 

upon the amount of information 

contained in each data feed, which may 

have additional value to market 

participants. The MEMOIR Options Top 

feed, as described above, can be utilized 

to trade on the Exchange but contains 

less information than that is available 

on the MEMOIR Options Depth feed. 

Thus, the Exchange believes it is an 

equitable allocation of fees for the 

products to be priced as proposed, with 

MEMOIR Options Top having the lower 

price of the two Options Data Feeds. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Exchange Data Feeds are 

equitably allocated. 

The Proposed Fees Are Not Unfairly 

Discriminatory 

The Exchange believes the proposed 

fees for the Options Data Feeds are not 

unfairly discriminatory because any 

differences in the application of the fees 

are based on meaningful distinctions 

between the feeds themselves. 

Overall. The Exchange believes that 

the proposed fees are not unfairly 

discriminatory because they would 

apply to all data recipients that choose 

to subscribe to the same Options Data 

Feed(s). Any Firm that chooses to 

subscribe to the Options Data Feeds is 

subject to the same Fee Schedule, 

regardless of what type of business they 

operate. Because the proposed fee for 

MEMOIR Options Depth is higher, 

Firms seeking lower cost options may 

instead choose to receive data through 

the MEMOIR Options Top feed for a 

lower cost. Alternatively, Firms can 

choose to receive data solely from the 

Options Price Reporting Authority 

(‘‘OPRA’’) for a lower cost. The 

Exchange notes that Firms can also 

choose to subscribe to a combination of 

data feeds for redundancy purposes or 

to use different feeds for different 

purposes. In sum, each Firm has the 

ability to choose the best business 

solution for itself. The Exchange does 

not believe it is unfairly discriminatory 

to base pricing upon the amount of 

information contained in each data feed, 

which may have additional value to a 

market participant. As described above, 

the MEMOIR Options Top feed can be 

utilized to trade on the Exchange but 

contains less information than that is 

available on the MEMOIR Options 

Depth feed. Thus, the Exchange believes 

it is not unfairly discriminatory for the 

products to be priced as proposed, with 

MEMOIR Options Top having a lower 

price than MEMOIR Options Depth. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Exchange Data Feeds are not 

unfairly discriminatory. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,42 the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Intra-Market Competition 

The Exchange does not believe that 

the proposed fees for Options Data 

Feeds place certain market participants 

at a relative disadvantage to other 

market participants because, as noted 

above, the proposed fees are associated 

with usage of Options Data Feeds by 

each market participant based on the 

type of business they operate, and the 

decision to subscribe to one or both 

Options Data Feeds is based on 

objective differences in usage of Options 

Data Feeds among different Firms, 

which are still ultimately in the control 

of any particular Firm, and such fees do 

not impose a barrier to entry to smaller 

participants. Accordingly, the proposed 

fees for Options Data Feeds do not favor 

certain categories of market participants 

in a manner that would impose a 

burden on competition; rather, the 

allocation of the proposed fees reflects 

the types of Options Data Feeds 

consumed by various market 

participants. 

Inter-Market Competition 

The Exchange does not believe the 

proposed fees place an undue burden on 

competition on other SROs that is not 

necessary or appropriate. In particular, 

market participants are not regulatorily 

required to subscribe to any of the 

Options Data Feeds, as described above. 

Additionally, other exchanges have 

similar market data fees in place for 

their participants, but with comparable 

and in many cases higher rates for 

options market data feeds.43 The 

proposed fees are based on actual costs 

and are designed to enable the Exchange 

to recoup its applicable costs with the 

possibility of a reasonable profit on its 

investment as described in the Purpose 

and Statutory Basis sections. Competing 

options exchanges are free to adopt 

comparable fee structures subject to the 

SEC rule filing process. 

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 44 and Rule 

19b–4(f)(2) 45 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 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MEMX–2024–40 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–2024–40. This file 


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46 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 100588 

(July 25, 2024), 89 FR 61554 (July 31, 2024) (SR– 

SAPPHIRE–2024–01). 

4The Exchange established the Definitions 

section of the Fee Schedule in a separate rule filing. 

See Securities Exchange Act Release No. 100683 

(August 9, 2024), 89 FR 66467 (August 15, 2024) 

(SR–SAPPHIRE–2024–13). 

5The term ‘‘Initial Waiver Period’’ means, for 

each applicable fee, the period of time from the 

initial effective date of the MIAX Sapphire Fee 

Schedule plus an additional six (6) full calendar 

months after the completion of the partial month of 

the Exchange launch. See the Definitions section of 

the Fee Schedule. 

6The term ‘‘order’’ means a firm commitment to 

buy or sell option contracts. See Exchange Rule 100. 

7The term ‘‘quote’’ or ‘‘quotation’’ The term 

‘‘quote’’ or ‘‘quotation’’ means a bid or offer entered 

by a Market Maker as a firm order that updates the 

Market Maker’s previous bid or offer, if any. When 

the term order is used in the Exchange’s Rules and 

a bid or offer is entered by the Market Maker in the 

option series to which such Market Maker is 

registered, such order shall, as applicable, 

constitute a quote or quotation for purposes of the 

Exchange’s Rules. See Exchange Rule 100. 

8The ‘‘Simple Order Book’’ is the Exchange’s 

regular electronic book of orders and quotes. See 

Exchange Rule 100. 

9The term ‘‘System’’ means the automated 

trading system used by the Exchange for the trading 

of securities. See Exchange Rule 100. 

10See MIAX Sapphire Options Exchange User 

Manual, Version 1.0.0, Section 5.06, dated 

December 11, 2023, available at https://

www.miaxglobal.com/miax_sapphire_user_

manual.pdf (last visited July 24, 2024). 

11 In sum, a ‘‘Complex Order’’ is ‘‘any order 

involving the concurrent purchase and/or sale of 

two or more different options in the same 

underlying security (the ‘legs’ or ‘components’ of 

the complex order), for the same account. . . .’’ See 

Exchange Rule 518(a). 

12The ‘‘Strategy Book’’ is the Exchange’s 

electronic book of complex orders. See Exchange 

Rule 100. 

13The term ‘‘complex strategy’’ means a 

particular combination of components and their 

ratios to one another. New complex strategies can 

be created as the result of the receipt of a complex 

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–MEMX–2024–40 and should be 

submitted on or before November 13, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.46

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–24469 Filed 10–22–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101368; File No. SR– 

SAPPHIRE–2024–31] 

Self-Regulatory Organizations; MIAX 

Sapphire, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Establish Fees for the 

Exchange’s Proprietary Market Data 

Feeds: (i) MIAX Sapphire Top of Market 

Data Feed; (ii) MIAX Sapphire Complex 

Top of Market Data Feed; and (iii) MIAX 

Sapphire Liquidity Feed 

October 17, 2024. 

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 October 

4, 2024, MIAX Sapphire, LLC (‘‘MIAX 

Sapphire’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a 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 is filing a proposal to 

amend the MIAX Sapphire Options 

Exchange Fee Schedule (the ‘‘Fee 

Schedule’’) to establish fees for the 

Exchange’s proprietary market data 

feeds: (i) MIAX Sapphire Top of Market 

(‘‘ToM’’) data feed; (ii) MIAX Sapphire 

Complex Top of Market (‘‘cToM’’) data 

feed; and (iii) MIAX Sapphire Liquidity 

Feed (‘‘SLF’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/all-options-exchanges/rulefilings, at MIAX Sapphire’s principal 

office, 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 

On July 19, 2024, the Exchange filed 

a proposal to establish the ToM, cToM 

and SLF data feeds (collectively, the 

‘‘market data feeds’’) 3 for MIAX 

Sapphire. The Exchange now proposes 

to amend the Fee Schedule to establish 

fees for each of these market data feeds.4

The Exchange also proposes to waive 

such fees during an Initial Waiver 

Period,5 which would run for six full 

calendar months from the initial 

effective date (August 12, 2024) of the 

proposed fees to incentivize market 

participants to subscribe and make the 

Exchange’s proprietary market data 

more widely available. The Exchange 

initially filed this proposal on August 8, 

2024 (SR–SAPPHIRE–2024–18). The 

Exchange withdrew SR–SAPPHIRE– 

2024–18 on October 3, 2024 and 

submitted this proposal. 

The ToM data feed contains top of 

book quotations based on options 

orders 6 and quotes 7 resting on the 

Exchange’s Simple Order Book 8 as well 

as administrative messages, such as 

other real-time Exchange System 9

functions.10 The cToM data feed 

includes the same types of information 

as ToM, but for Complex Orders 11 on 

the Exchange’s Strategy Book.12 This 

information includes the Exchange’s 

best bid and offer for a complex 

strategy,13 with aggregate size, based on 


khammond on DSKJM1Z7X2PROD with NOTICES