Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 90139 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

4Market share percentage calculated as of 

October 30, 2024. The Exchange receives and 

processes data made available through consolidated 

data feeds (i.e., CTS and UTDF). 

5 Id. 

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– 

CboeEDGA–2024–047 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–CboeEDGA–2024–047. 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–CboeEDGA–2024–047 and should 

be submitted on or before December 5, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26414 Filed 11–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101556; File No. SR– 

MEMX–2024–44] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule Concerning Equities 

Transaction Pricing 

November 7, 2024. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that, on October 

31, 2024, MEMX LLC (‘‘MEMX’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing with the 

Commission a proposed rule change to 

amend the Exchange’s fee schedule 

applicable to Members 3 (the ‘‘Fee 

Schedule’’) pursuant to Exchange Rules 

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

to implement the changes to the Fee 

Schedule pursuant to this proposal 

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 Fee Schedule to: 

(i) modify the required criteria under 

Liquidity Provision Tier 2; and (ii) 

modify the Cross Asset Tiers by 

eliminating Cross Asset Tiers 1 and 2 

and renaming the current Cross Asset 

Tier 3 as Cross Asset Tier 1, as further 

described below. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues, 

to which market participants may direct 

their order flow. Based on publicly 

available information, no single 

registered equities exchange currently 

has more than approximately 14% of 

the total market share of executed 

volume of equities trading.4 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow, 

and the Exchange currently represents 

approximately 2% of the overall market 

share.5 The Exchange in particular 

operates a ‘‘Maker-Taker’’ model 

whereby it provides rebates to Members 

that add liquidity to the Exchange and 

charges fees to Members that remove 

liquidity from the Exchange. The Fee 

Schedule sets forth the standard rebates 

and fees applied per share for orders 

that add and remove liquidity, 

respectively. Additionally, in response 

to the competitive environment, the 

Exchange also offers tiered pricing, 

which provides Members with 

opportunities to qualify for higher 

rebates or lower fees where certain 

volume criteria and thresholds are met. 

Tiered pricing provides an incremental 

incentive for Members to strive for 

higher tier levels, which provides 

increasingly higher benefits or discounts 

for satisfying increasingly more 

stringent criteria. 


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90140 Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 

6The base rebate for executions of Added 

Displayed Volume is referred to by the Exchange on 

the Fee Schedule under the existing description 

‘‘Added displayed volume’’ with a Fee Code of ‘‘B’’, 

‘‘D’’ or ‘‘J’’, as applicable, on execution reports. 

7The pricing for Liquidity Provision Tier 2 is 

referred to by the Exchange on the Fee Schedule 

under the existing description ‘‘Added displayed 

volume, Liquidity Provision Tier 2’’ with a Fee 

Code of ‘‘B2’’, ‘‘D2’’, or ‘‘J2’’, as applicable, to be 

provided by the Exchange on the monthly invoices 

provided to Members. 

8As set forth on the Fee Schedule, ‘‘ADAV’’ 

means the average daily added volume calculated 

as the number of shares added per day, which is 

calculated on a monthly basis, and ‘‘Displayed 

ADAV’’ means ADAV with respect to displayed 

orders. 

9As set forth on the Fee Schedule, ‘‘TCV’’ means 

total consolidated volume calculated as the volume 

reported by all exchanges and trade reporting 

facilities to a consolidated transaction reporting 

plan for the month for which the fees apply. 

10As set forth on the Fee Schedule, ‘‘ADV’’ means 

average daily volume calculated as the number of 

shares added or removed, combined, per day, 

which is calculated on a monthly basis. 

11As set forth on the Fee Schedule, ‘‘Step-Up 

ADAV’’ means ADAV in the relevant baseline 

month subtracted from current ADAV. 

12As set forth on the Fee Schedule, a Member’s 

‘‘Options ADAV’’ for purposes of equities pricing 

means the average daily added volume calculated 

as a number of contracts added on MEMX Options 

per day by the Member, which is calculated on a 

monthly basis. 13As set forth on the MEMX Options Fee 

Schedule, ‘‘Market Maker’’ applies to any order for 

the account of a registered Market Maker. ‘‘Market 

Maker’’ shall have the meaning set forth in Rule 

16.1 of the MEMX Rulebook. 14As set forth on the MEMX Options Fee 

Schedule, ‘‘Customer’’ applies to any order for the 

account of a Priority Customer. Priority Customer 

shall have the meaning set forth in Rule 16.1 of the 

MEMX Rulebook. 15As set forth on the MEMX Options Fee 

Schedule, ‘‘Professional’’ applies to any order for 

the account of a Professional. 16Currently, as noted on the Fee Schedule, 

Members that qualify for Cross Asset Tier 3 based 

on activity in a given month will also receive that 

associated Cross Asset Tier 3 rebate during the 

following month. Given the Exchange is proposing 

to re-name this tier Cross Asset Tier 1 and leave it 

otherwise unchanged, it will update the note under 

the table to read: ‘‘Members that qualify for Cross 

Asset Tier 1 based on activity in a given month will 

also receive that associated Cross Asset Tier 1 

rebate during the following month.’’ 

17 15 U.S.C. 78f. 

18 15 U.S.C. 78f(b)(4) and (5). 

Liquidity Provision Tier 2 

The Exchange currently provides a 

standard rebate of $0.0015 per share for 

executions of orders in securities priced 

at or above $1.00 per share that add 

displayed liquidity to the Exchange 

(such orders, ‘‘Added Displayed 

Volume’’).6 The Exchange also currently 

offers Liquidity Provision Tiers 1–5, 

among other volume-based tiers, under 

which a Member may receive an 

enhanced rebate for executions of 

Added Displayed Volume by achieving 

the corresponding required volume 

criteria for each such tier. The Exchange 

now proposes to modify the required 

criteria under Liquidity Provision Tier 

2,7 as further described below. 

The Exchange currently provides an 

enhanced rebate of $0.0032 per share for 

executions of Added Displayed Volume 

for Members that qualify for Liquidity 

Provision Tier 2 by achieving (1) an 

ADAV 8 that is equal to or greater than 

0.20% of the TCV 9 in securities priced 

at or above $1.00 per share and an 

ADV 10 that is equal to or greater than 

0.40% of the TCV in securities priced at 

or above $1.00 per share; or (2) a StepUp ADAV 11 from June 2024 (excluding 

Retail Orders) that is equal to or greater 

than 0.05% of the TCV in securities 

priced at or above $1.00 per share and 

an ADAV (excluding Retail Orders) that 

is equal to or greater than 0.20% of the 

TCV in securities priced at or above 

$1.00 per share; or (3) an ADAV that is 

equal to or greater than 0.30% of the 

TCV. Now, the Exchange proposes to 

modify alternative criteria (1) of 

Liquidity Provision Tier 2, such that a 

Member may qualify for such alternative 

criteria (1) by achieving an ADAV that 

is equal to or greater than 0.20% of the 

TCV and an ADV that is equal to or 

greater than 0.50% of the TCV. Thus, 

the Exchange is proposing to keep the 

existing alternative criteria (2) and (3) 

intact without changes while modifying 

the current alternative criteria (1) such 

that the TCV calculation includes all 

securities, not just those priced at or 

above $1.00 per share, and the ADV 

requirement in the second half of the 

criteria is increased from 0.40% of the 

TCV to 0.50% of the TCV. The Exchange 

is not proposing to change the rebate 

provided under Liquidity Provision Tier 

2. 

The tiered pricing structure for 

executions of Added Displayed Volume 

under the Liquidity Provision Tiers 

provides an incremental incentive for 

Members to strive for higher volume 

thresholds to receive higher enhanced 

rebates for such executions and, as such, 

is intended to encourage Members to 

maintain or increase their order flow, 

primarily in the form of liquidity-adding 

volume, to the Exchange, thereby 

contributing to a deeper and more liquid 

market to the benefit of all Members and 

market participants. The Exchange 

believes that the proposed changes to 

Liquidity Provision Tier 2 reflect a 

reasonable and competitive pricing 

structure that is right-sized and 

consistent with the Exchange’s overall 

pricing philosophy of encouraging 

added and/or displayed liquidity. 

Specifically, the Exchange believes that, 

after giving effect to the proposed 

changes described above, the rebate for 

executions of Added Displayed Volume 

provided under Liquidity Provision Tier 

2 remains commensurate with the 

corresponding required criteria under 

each such tier and is reasonably related 

to the market quality benefits that such 

tier is designed to achieve. 

Cross Asset Tiers 

The Exchange currently offers Cross 

Asset Tiers 1–3 under which a Member 

may receive an enhanced rebate for 

executions of Added Displayed Volume 

in securities priced at or above $1.00 per 

share by achieving the corresponding 

required volume criteria for such tier on 

the Exchange’s equity options platform, 

MEMX Options. The Exchange now 

proposes to modify the Cross Asset 

Tiers by eliminating Cross Asset Tiers 1 

and 2 and renaming the current Cross 

Asset Tier 3 to become Cross Asset Tier 

1. 

With respect to the current Cross 

Asset Tiers 1 and 2, under Cross Asset 

Tier 1, the Exchange provides an 

enhanced rebate of $0.0033 per share for 

executions of Added Displayed Volume 

for Members that qualify for such tier by 

achieving an Options ADAV 12 in the 

Market Maker 13 capacity that is equal to 

or greater than 250,000 contracts on 

MEMX Options and an ADAV on 

MEMX Equities that is equal to or 

greater than 0.30% of the TCV. Under 

the current Cross Asset Tier 2, the 

Exchange provides an enhanced rebate 

of $0.0027 per share for executions of 

Added Displayed Volume for Members 

that qualify for such tier by achieving an 

Options ADAV in the Market Maker 

capacity that is equal to or greater than 

125,000 contracts on MEMX Options. 

The Exchange now proposes to 

eliminate Cross Asset Tiers 1 and 2, as 

the Exchange no longer wishes to, nor 

is it required to, maintain such tiers. 

With respect to the current Cross 

Asset Tier 3, the Exchange currently 

provides an enhanced rebate of $0.0026 

per share for executions of Added 

Displayed Volume for Members that 

qualify for such tier by achieving an 

Options ADAV in the Customer 14 and/ 

or Professional 15 capacity that is equal 

to or greater than 20,000 contracts on 

MEMX Options. The Exchange is not 

proposing to change the rebate provided 

or the required criteria under this tier, 

however, given the elimination of Cross 

Asset Tiers 1 and 2, the Exchange is 

proposing to re-number the current 

Cross Asset Tier 3 as Cross Asset Tier 

1.16

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of section 6 of the Act,17

in general, and with sections 6(b)(4) and 

6(b)(5) of the Act,18 in particular, in that 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 90141 

19Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 20 15 U.S.C. 78f(b)(4) and (5). 21See supra note 19. 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As discussed above, the Exchange 

operates in a highly fragmented and 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive or incentives to be 

insufficient, and the Exchange 

represents only a small percentage of 

the overall market. The Commission and 

the courts have repeatedly expressed 

their preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. In Regulation NMS, 

the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and also recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 19

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow or discontinue to 

reduce use of certain categories of 

products, in response to new or 

different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, and market 

participants can readily trade on 

competing venues if they deem pricing 

levels at those other venues to be more 

favorable. The Exchange believes the 

proposal reflects a reasonable and 

competitive pricing structure designed 

to encourage market participants to 

strive for higher volume on the 

Exchange, which the Exchange believes 

would promote price discovery and 

enhance liquidity and market quality on 

the Exchange to the benefit of all 

Members and market participants. 

The Exchange notes that volumebased incentives (such as Liquidity 

Provision Tiers and Cross Asset Tiers) 

have been widely adopted by exchanges 

(including the Exchange), and are 

reasonable, equitable, and not unfairly 

discriminatory because they are open to 

all members on an equal basis and 

provide additional benefits or discount 

that are reasonably related to the value 

to an exchange’s market quality 

associated with higher levels of market 

activity, such as higher levels of 

liquidity provision and/or growth 

patterns, and the introduction of higher 

volumes of orders into the price and 

volume discovery process. The 

Exchange believes that the proposed 

changes to the required criteria under 

Liquidity Provision Tier 2 are 

reasonable, equitable and not unfairly 

discriminatory because, as described 

above, such changes are available to all 

Members on an equal basis, and, are 

designed to encourage Members to 

maintain or increase their order flow, 

including in the form of displayed, 

liquidity-adding, orders to the Exchange 

in order to qualify for an enhanced 

rebate, as applicable, thereby 

contributing to a deeper, more liquid 

and well balanced market ecosystem on 

the Exchange to the benefit of all 

Members and market participants. 

The Exchange believes the proposed 

change to eliminate Cross Asset Tiers 1 

and 2 and renumber the existing Cross 

Asset Tier 3 to Cross Asset Tier 1 is 

reasonable because, as noted above, the 

Exchange is not required to maintain 

such tiers and the opportunity to qualify 

for the former Cross Asset Tier 3, now 

Cross Asset Tier 1, continues to be 

equally available to all Members, and 

continues to provide Members with an 

incremental incentive to achieve certain 

volume thresholds on the Exchange and 

on MEMX Options, thereby contributing 

to a deeper, more liquid and well 

balanced market ecosystem on the 

Exchange to the benefit of all Members 

and market participants. 

For the reasons discussed above, the 

Exchange submits that the proposal 

satisfies the requirements of sections 

6(b)(4) and 6(b)(5) of the Act 20 in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. As described more fully below 

in the Exchange’s statement regarding 

the burden on competition, the 

Exchange believes that its transaction 

pricing is subject to significant 

competitive forces, and that the 

proposed fees and rebates described 

herein are appropriate to address such 

forces. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposal will result in any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. Instead, as 

discussed above, the proposal is 

intended to incentivize market 

participants to direct additional order 

flow to the Exchange, which the 

Exchange believes would promote price 

discovery and enhance liquidity and 

market quality on the Exchange to the 

benefit of all Members and market 

participants. As a result, the Exchange 

believes the proposal would enhance its 

competitiveness as a market that attracts 

actionable orders, thereby making it a 

more desirable destination venue for its 

customers. For these reasons, the 

Exchange believes that the proposal 

furthers the Commission’s goal in 

adopting Regulation NMS of fostering 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 21

Intramarket Competition 

As discussed above, the Exchange 

believes that the proposal would 

maintain a tiered pricing structure that 

is still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging added and/or displayed 

liquidity and would incentivize market 

participants to direct additional order 

flow to the Exchange through volumebased tiers, thereby enhancing liquidity 

and market quality on the Exchange to 

the benefit of all Members, as well as 

enhancing the attractiveness of the 

Exchange as a trading venue, which the 

Exchange believes, in turn, would 

continue to encourage market 

participants to direct additional order 

flow to the Exchange. Greater liquidity 

benefits all Members by providing more 

trading opportunities and encourages 

Members to send additional orders to 

the Exchange, thereby contributing to 

robust levels of liquidity, which benefits 

all market participants. 

The Exchange does not believe that 

the proposed changes would impose 

any burden on intramarket competition 

because such changes will incentivize 

members to submit additional order 

flow, thereby contributing to a more 

robust and well-balanced market 

ecosystem on the Exchange to the 

benefit of all Members as well as 

enhancing the attractiveness of the 

Exchange as a trading venue, which the 

Exchange believes, in turn, would 

continue to encourage market 

participants to direct additional order 

flow to the Exchange. Greater liquidity 

benefits all Members by providing more 

trading opportunities and encourages 

Members to send additional orders to 


ddrumheller on DSK120RN23PROD with NOTICES1
90142 Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 

22See supra note 19. 

23NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSE–2006–21)). 

24 15 U.S.C. 78s(b)(3)(A)(ii). 

25 17 CFR 240.19b–4(f)(2). 

the Exchange, thereby contributing to 

robust levels of liquidity, which benefits 

all market participants. The opportunity 

to qualify for the modified Liquidity 

Provision Tier 2 and re-numbered Cross 

Asset Tier 1, and thus receive the 

corresponding enhanced rebates, as 

applicable, would be available to all 

Members that meet the associated 

volume requirements in any month. As 

described above, the Exchange believes 

that the required criteria under each 

such tier are commensurate with the 

corresponding rebate under such tier 

and are reasonably related to the 

enhanced liquidity and market quality 

that such tier is designed to promote. 

For the foregoing reasons, the Exchange 

believes the proposed changes would 

not impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Intermarket Competition 

As noted above, the Exchange 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. Members 

have numerous alternative venues that 

they may participate on and direct their 

order flow to, including 15 other 

equities exchanges and numerous 

alternative trading systems and other 

off-exchange venues. As noted above, no 

single registered equities exchange 

currently has more than approximately 

14% of the total market share of 

executed volume of equities trading. 

Thus, in such a low-concentrated and 

highly competitive market, no single 

equities exchange possesses significant 

pricing power in the execution of order 

flow. Moreover, the Exchange believes 

that the ever-shifting market share 

among the exchanges from month to 

month demonstrates that market 

participants can shift order flow or 

discontinue to reduce use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates and market participants 

can readily choose to send their orders 

to other exchange and off-exchange 

venues if they deem fee levels at those 

other venues to be more favorable. As 

described above, the proposed changes 

represent a competitive proposal 

through which the Exchange is seeking 

to incentivize market participants to 

direct additional order flow to the 

Exchange through volume-based tiers, 

which have been widely adopted by 

exchanges, including the Exchange. 

Accordingly, the Exchange believes the 

proposal would not burden, but rather 

promote, intermarket competition by 

enabling it to better compete with other 

exchanges that offer similar pricing 

structures and incentives to market 

participants. 

Additionally, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 22 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. SEC, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the 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’ . . . .’’.23 Accordingly, the 

Exchange does not believe its proposed 

pricing changes impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

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 24 and Rule 

19b–4(f)(2) 25 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–2024–44 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–2024–44. 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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 90143 

26 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Rule 7.34–E(a)(1). The Exchange begins 

accepting orders 90 minutes before the Early 

Trading Session begins. See id. 

5See Rule 7.34–E(a)(2). ‘‘Core Trading Hours’’ 

means the hours of 9:30 a.m. E.T. through 4:00 p.m. 

E.T. or such other hours as may be determined by 

the Exchange from time to time. See Rule 1.1. 

6See ‘‘The New York Stock Exchange Plans to 

Extend Weekday Trading on its NYSE Arca Equities 

Exchange to 22 Hours a Day,’’ October 25, 2024 (the 

‘‘Press Release’’), available at https://ir.theice.com/ 

press/news-details/2024/The-New-York-StockExchange-Plans-to-Extend-Weekday-Trading-on-itsNYSE-Arca-Equities-Exchange-to-22-Hours-a-Day/ 

default.aspx. 7As noted in the Press Release, the Exchange will 

be seeking support for the proposed extended hours 

trading from the U.S. securities information 

processors. See id. 

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–2024–44 and should be 

submitted on or before December 5, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26416 Filed 11–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101559; File No. SR– 

NYSEARCA–2024–89] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Adopt Temporary Rule 

7.34–E(T) and Revise Rules 1.1 and 

7.34–E To Lengthen Current Extended 

Trading Sessions 

November 7, 2024 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on October 

25, 2024, NYSE Arca, Inc. (‘‘NYSE 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. 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 adopt 

temporary Rule 7.34–E(T) and revise 

Rules 1.1 and 7.34–E to permit the 

Exchange to lengthen the current 

extended trading sessions. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt 

temporary Rule 7.34–E(T) and revise 

Rules 1.1 (Definitions) and 7.34–E 

(Trading Sessions) to permit the 

Exchange to lengthen current extended 

trading hours for NMS stocks to 22 

hours a day, 5 days a week. The 

Exchange also proposes certain 

technical, conforming changes to Rule 

5.1–E(a) (General Provisions and 

Unlisted Trading Privileges) and 

Commentary .08 to Rule 9.5320–E 

(Prohibition Against Trading Ahead of 

Customer Orders). 

Background and Proposed Rule Change 

The Exchange currently offers three 

trading sessions each day the Exchange 

is open for business unless the 

Exchange determines otherwise, as 

follows. 

First, the Exchange’s Early Trading 

Session begins at 4:00 a.m. Eastern Time 

(‘‘E.T.’’) and concludes at the 

commencement of the Core Trading 

Session.4 The second or Core Trading 

Session begins for each security at 9:30 

a.m. E.T. and ends at the conclusion of 

Core Trading Hours or the Core Closing 

Auction, whichever comes later.5 The 

final session is the Late Trading Session, 

which begins following the conclusion 

of the Core Trading Session and 

concludes at 8:00 p.m. E.T. 

In order to facilitate the trading of 

NMS securities on the Exchange for 22 

hours a day, 5 days a week, as recently 

announced,6 the Exchange proposes to 

adopt a temporary Rule 7.34–E titled 

‘‘7.34–E(T).’’ The proposed temporary 

rule would be identical to current Rule 

7.34–E with two exceptions. First, the 

beginning and ending times of the Early 

and Late Trading Sessions, respectively, 

would be changed to reflect the 

proposed enlarged extended trading 

hours. Second, the Exchange would 

shorten the time it will begin accepting 

orders before commencement of the 

Early Trading Session from 90 minutes 

to 30 minutes. The current version of 

Rule 7.34–E would remain operative 

until the Exchange announces by Trader 

Update a transition to the new proposed 

Extended Trading Hours, which may 

depend on the effectiveness of 

additional, related rule filings as well as 

market infrastructure changes.7 Once 

the proposed enlarged extended trading 

hours are operative, the Exchange 

would file a proposed rule change to 

delete the current version of Rule 7.34– 

E and the ‘‘T’’ designation in Rule 7.34– 

E(T). 

Further, the Exchange would add the 

following legend to current Rule 7.34– 

E (new text italicized): 

This version of Rule 7.34–E will 

remain operative until the Exchange 

announces by Trader Update the 

expansion of Extended Trading Hours to 

encompass the hours set forth in Rule 

7.34–E(T)(a). The Exchange will then 

file a proposed rule change to delete this 

version of Rule 7.34–E and preamble, 

and delete the ‘‘T’’ designation in Rule 

7.34–E(T). 

The Exchange would also revise 

current Rule 1.1 to add a definition of 

Extended Hours Trading to mean 

trading during the Early Trading Session 

and the Late Trading Session. The term 

is used without capitalization in current 

Rule 7.34–E(d) describing required 

customer disclosures. The Exchange 

proposes to use the proposed definition 

in proposed Rule 7.34–E(T)(d) and 

current Rule 7.34–E(d), with the 

exception of subsection (d)(4) of the 

current and proposed temporary rules, 

which use the phrase generically. The 

Exchange believes the proposal would 

add transparency and clarity to the 

Exchange’s rules. 

The Exchange would also make 

certain technical, conforming changes to 

Rule 5.1–E(a) and Commentary .08 to 

Rule 9.5320–E. 


ddrumheller on DSK120RN23PROD with NOTICES1