Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 92207 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

4MEMX Options provides fee qualifier ‘‘m’’ for 

market maker transactions. Fee qualifiers will be 

provided by the Exchange on the monthly invoices 

provided to Options Members. 

5MEMX Options provides fee qualifier ‘‘p’’ for 

professional transactions. 

6MEMX Options provides fee qualifier ‘‘f’’ for 

firm transactions. 

7MEMX Options provides fee qualifier ‘‘a’’ for 

away market maker transactions. 

8MEMX Options provides fee qualifier ‘‘b’’ for 

broker-dealer transactions. 

9Each of professional transactions, firm 

transactions, away market maker transactions, and 

broker-dealer transactions, and market maker 

transactions are referred to as ‘‘non-Customer’’ 

transactions. 

10MEMX Options provides Fee Code ‘‘P’’ for 

transactions in Penny options. Fee Codes are 

provided by the Exchange on the monthly invoices 

provided to Options Members. 

11MEMX Options provides Fee Code ‘‘D’’ for 

transactions which add liquidity to the MEMX 

Options Book. 

12MEMX Options provides Fee Code ‘‘N’’ for 

transactions in Non-Penny options. 

13Market share percentage calculated as of 

October 31, 2024. The Exchange receives and 

processes data made available through the 

consolidated data feeds (i.e., OPRA). 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on November 14, 

2024, it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Express, Priority Mail & 

USPS Ground Advantage® Contract 716 

to Competitive Product List. Documents 

are available at www.prc.gov, Docket 

Nos. MC2025–396, K2025–394. 

Sean C. Robinson, 

Attorney, Corporate and Postal Business Law. 

[FR Doc. 2024–27206 Filed 11–20–24; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101643; File No. SR– 

MEMX–2024–43] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Fee Schedule 

Concerning Options Transaction Fees 

November 15, 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 pursuant to 

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

Exchange proposes to implement the 

changes to the MEMX Options Fee 

Schedule (the ‘‘Options 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 Options Fee 

Schedule to (1) amend the Transaction 

Fees section of the Options Fee 

Schedule to separate the existing 

transaction rebates and fees for 

executions of contracts made in the 

Market Maker capacity 4 from 

transaction rebates and fees for 

executions of contracts made in the 

Professional,5 Firm,6 Away Market 

Maker,7 or Broker-Dealer 8 capacities; 9

(2) reduce the transaction rebate for 

executions of contracts where the 

underlying security of the applicable 

option is in the Penny Interval program 

(‘‘Penny options’’) 10 which add 

liquidity to the MEMX Options Book 11

and which are made in the Professional, 

Firm, Away Market Maker, or BrokerDealer capacities; and (3) reduce the 

transaction rebate for executions of 

contracts where the underlying security 

of the applicable option is not in the 

Penny Interval program (‘‘Non-Penny 

options’’) 12 which add liquidity to the 

MEMX Options Book and which are 

made in the Professional, Firm, Away 

Market Maker, or Broker-Dealer 

capacities, each 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. The 

Exchange is one of only 18 options 

venues to which market participants 

may direct their order flow. Based on 

publicly available information, no single 

options exchange has more than 

approximately 17.13% of the market 

share and currently the Exchange 

represents only approximately 3.29% of 

the market share.13 In such a lowconcentrated and highly competitive 

market, no single options exchange, 

including the Exchange, possesses 

significant pricing power in the 

execution of option order flow. The 

Exchange believes that the ever-shifting 

market share among the exchanges from 

month to month demonstrates that 

market participants can shift order flow, 

discontinue, or reduce use of certain 

categories of products in response to fee 

changes. Accordingly competitive forces 

constrain the Exchange’s transaction 

fees, and market participants can readily 

trade on competing venues if they deem 

pricing levels at those other venues to 

be more favorable. The Exchange’s Fee 

Schedule sets forth standard rebates and 

rates applied per contract. 

Amended Transaction Fees Section of 

the Options Fee Schedule To Separate 

the Transaction Rebates and Fees for 

Executions in the Market Maker 

Capacity From Executions in Other 

Non-Customer Capacities 

Currently, the Exchange provides the 

same standard transaction rebates and 

fees for all executions in Market Maker, 

Professional, Firm, Away Market Maker, 

and Broker-Dealer capacities (each a 

‘‘non-Customer’’ capacity). Specifically, 

the Exchange provides a standard 

transaction rebate of $0.45 per contract 

for executions of Penny options (as 

defined above) in all non-Customer 

capacities which add liquidity to the 

MEMX Options Book, a standard 

transaction rebate of $0.80 per contract 

for executions of non-Penny options (as 

defined above) in all non-Customer 


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92208 Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 

14See the Cboe C2 Options Fee Schedule, 

available at https://www.cboe.com/us/options/ 

membership/fee_schedule/ctwo/. The Cboe C2 

Options Fee Schedule separates executions in the 

C2 Market-Maker capacity from executions in other 

non-Customer capacities (the ‘‘Non-Customer, NonMarket-Maker’’ capacity on the C2 Options Fee 

Schedule). Specifically, the C2 Options Fee 

Schedule provides a transaction rebate of $0.41 for 

executions of Penny options in the C2 MarketMaker capacity which add liquidity to C2, a 

transaction fee of $0.50 for Penny options executed 

in the C2 Market-Maker capacity which remove 

liquidity from C2, a transaction rebate of $0.73 for 

executions of non-Penny options in the C2 MarketMaker capacity which add liquidity to C2, and a 

transaction fee of $0.90 for executions of non-Penny 

options in the C2 Market-Maker capacity which 

remove liquidity from C2. The C2 Options Fee 

Schedule groups together transactions in the ‘‘NonCustomer, Non-Market Maker’’ capacities, which 

includes Professional Customer, Firm, Broker/ 

Dealer, non-C2 Market-Maker, and Joint Back Office 

capacities. The C2 Options Fee Schedule provides 

a transaction rebate of $0.36 for executions of Penny 

options in the Non-Customer, Non-Market Maker 

capacity which add liquidity to C2, a transaction fee 

of $0.50 for Penny options executed in the NonCustomer, Non-Market Maker capacity which 

remove liquidity from C2, a transaction rebate of 

$0.65 for executions of non-Penny options in the 

Non-Customer, Non-Market Maker capacity which 

add liquidity to C2, and a transaction fee of $0.93 

for executions of non-Penny options in the NonCustomer, Non-Market Maker capacity which 

remove liquidity from C2. See also the MIAX Pearl 

Options Fee Schedule, available at https://

www.miaxglobal.com/markets/us-options/pearloptions/fees. The MIAX Pearl Options Fee Schedule 

separates executions in the ‘‘All MIAX Pearl Market 

Maker’’ capacity from executions in other nonCustomer capacities (the ‘‘Non-Priority Customer, 

Firm, BD, and Non-MIAX Pearl Market Makers’’ 

origin capacities listed on the MIAX Pearl Options 

Fee Schedule. Specifically, the MIAX Pearl Options 

Fee Schedule sets forth a rebate ranging from $0.25 

to $0.48 (based on tier) for executions of Penny 

options in the MIAX Pearl Market Maker capacity 

which add liquidity to MIAX Pearl where the contra 

side of the contract arises from a non-Priority 

Customer, a rebate ranging from $0.22 to $0.46 

(based on tier) for executions of Penny options in 

the MIAX Pearl Market Maker capacity which add 

liquidity to MIAX Pearl where the contra side of the 

contract arises from a Priority Customer, a fee of 

$0.50 for executions of Penny Options in the MIAX 

Pearl Market Maker capacity which remove 

liquidity from MIAX Pearl, a rebate ranging from 

$0.30 to $0.85 (based on tier) for executions of nonPenny options in the MIAX Pearl Market Maker 

capacity which add liquidity to MIAX Pearl, and a 

fee ranging from $1.07 to $1.10 (based on tier) for 

executions of non-Penny options in the MIAX Pearl 

Market Maker capacity which remove liquidity 

from MIAX Pearl. 

15See the Cboe BZX Options Fee Schedule, 

available at https://www.cboe.com/us/options/ 

membership/fee_schedule/bzx/. The Cboe BZX 

Options Fee Schedule establishes separate ranges of 

transaction fees and rebates, based on tier, for 

executions made in the Customer, Professional, 

Firm/Broker-Dealer/Joint Back Office, Market 

Maker, and Away Market Maker capacities. See also 

the MIAX Options Fee Schedule, available at 

https://www.miaxglobal.com/markets/us-options/ 

miax-options/fees. The MIAX Options Fee Schedule 

establishes separate ranges of transaction fees and 

rebates for executions made in the capacity of all 

MIAX Market Makers, Priority Customers, Public 

Customers that are not Priority Customers, NonMIAX Market Makers, Non-Member Broker-Dealer, 

and Firm capacity. 16See infra note 22. 

capacities which add liquidity to the 

MEMX Options Book, a standard 

transaction fee of $0.50 per contract for 

executions of Penny options in all nonCustomer capacities which remove 

liquidity from the MEMX Options Book, 

and a standard transaction fee of $1.21 

per contract for executions of nonPenny options in all non-Customer 

capacities which remove liquidity from 

the MEMX Options Book. The 

Transaction Fees table within the 

Options Fee Schedule currently groups 

together all non-Customer capacities 

and shows that executions made in any 

non-Customer capacity receive the same 

standard transaction rebates and fees. 

Now, the Exchange proposes to provide 

different transaction rebates and fees for 

executions in the Market Maker capacity 

than are provided for other nonCustomer capacities (namely, different 

than the transaction rebates and fees 

provided for executions in the 

Professional, Firm, Away Market Maker, 

and Broker-Dealer capacities). As such, 

the Exchange proposes to delete the 

rows ‘‘Professional (‘‘p’’)’’, ‘‘Firm (‘‘f’’)’’, 

‘‘Away Market Maker (‘‘a’’)’’, and 

‘‘Broker-Dealer (‘‘b’’)’’ in the fourth row 

of the table and to create a new fifth row 

of the table that separates out the fees 

and rebates applicable to executions in 

the Market Maker capacity. The 

Exchange does not propose to change 

any of the fees charged or rebates 

provided for any executions in the 

Market Maker capacity, which remain in 

the fourth row of the table. 

The Exchange proposes to make these 

changes in order to align its Options Fee 

Schedule with those of other national 

securities exchanges and to offer 

different transaction fees and rebates for 

executions made in the non-Customer, 

non-Market Maker capacity from 

transactions made in the Customer 

capacity and in the Market Maker 

capacity. The Exchange notes that the 

Options Fee Schedules of several 

national securities exchanges separate 

transaction fees and rebates for 

executions in the Market Maker capacity 

from the transaction fees and rebates for 

executions made in other non-Customer 

capacities.14 The Exchange also notes 

that other national securities exchanges 

have established separate transaction 

fees and rebates for executions made in 

each non-Customer capacity.15

Reduced Transaction Rebate for 

Executions of Penny Options in the 

Professional, Firm, Away Market Maker, 

or Broker Dealer Capacities Which Add 

Liquidity to the MEMX Options Book 

Currently, the Exchange provides a 

standard transaction rebate of $0.45 per 

contract for executions of Penny options 

(as defined above) in the Professional, 

Firm, Market Maker, Away Market 

Maker, and Broker Dealer capacities 

which add liquidity to the MEMX 

Options Book. Now, the Exchange 

proposes to reduce the standard 

transaction rebate on contracts for 

executions of Penny options made in 

non-Market Maker, non-Customer 

capacities which add liquidity to the 

MEMX Options Book from $0.45 per 

contract to $0.42 per contract. 

Specifically, the Exchange proposes to 

create a separate line on the Options Fee 

Schedule for executions made in the 

Professional, Firm, Away Market Maker, 

and Broker-Dealer capacities and to note 

on the Options Fee Schedule that the 

standard transaction rebates for 

executions of Penny options in such 

capacities which add liquidity to the 

MEMX Options Book is $0.42 per 

contract. 

The purpose of reducing the rebate is 

for business and competitive reasons as 

the Exchange believes that reducing 

such rebate would decrease the 

Exchange’s expenditures with respect to 

transaction pricing in a manner that is 

still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging executions which add 

liquidity to the MEMX Options Book. 

As noted above, other national 

securities exchanges separate out the 

transaction rebate provided for 

executions in non-Customer, nonMarket Maker capacities from those 

executions made in Customer capacity 

and executions made in the Market 

Maker capacity. The Exchange notes 

that the proposed reduced rebate is 

competitive with, or exceeds the 

transaction rebate provided by other 

national securities exchanges for 

executions in non-Customer, nonMarket Maker capacities in Penny 

options which add liquidity.16

Reduced Transaction Rebate for 

Executions of Non-Penny Options in the 

Professional, Firm, Away Market Maker, 

or Broker Dealer Capacities Which Add 

Liquidity to the MEMX Options Book 

Currently, the Exchange provides a 

standard transaction rebate of $0.80 per 

contract for executions of non-Penny 

options (as defined above) in the 

Professional, Firm, Market Maker, Away 

Market Maker, and Broker Dealer 

capacities which add liquidity to the 

MEMX Options Book. Now, the 

Exchange proposes to reduce; the 

standard transaction rebate on contracts 

for the execution of non-Penny options 

made in non-Market Maker, nonCustomer capacities which add liquidity 


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Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 92209 

17See infra note 23. 

18 15 U.S.C. 78f. 

19 15 U.S.C. 78f(b)(4) and (5). 

20Securities Exchange Act Release No. 51808 

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

21See supra note 14. 

22For example, the Cboe C2 Options Exchange 

offers a rebate of $0.36 for transaction in nonCustomer, non-Market Maker capacities in Penny 

options which add liquidity to the C2 Book. See the 

Cboe C2 Options Fee Schedule, available at https:// 

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

schedule/ctwo/. The MIAX Pearl Options Exchange 

offers rebates ranging from $0.22 to $0.48 for 

transactions in non-Priority Customer, Firm, 

Broker-Dealer, and Non-MIAX Pearl Market Maker 

capacities in Penny options which add liquidity to 

the MIAX Pearl Options Book. See the MIAX Pearl 

Options Fee Schedule, available at https://

www.miaxglobal.com/markets/us-options/pearloptions/fees. 

23For example, the Cboe C2 Options Exchange 

offers a rebate of $0.65 for transaction in nonCustomer, non-Market Maker capacities in nonPenny options which add liquidity to the C2 Book. 

See the Cboe C2 Options Fee Schedule, available at 

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

schedule/ctwo/. The MIAX Pearl Options Exchange 

offers rebates ranging from $0.85 to $0.30 for 

transactions in non-Priority Customer, Firm, 

Broker-Dealer, and Non-MIAX Pearl Market Maker 

capacities in non-Penny options which add 

liquidity to the MIAX Pearl Options Book. See the 

MIAX Pearl Options Fee Schedule, available at 

https://www.miaxglobal.com/markets/us-options/ 

pearl-options/fees. 

to the MEMX Options Book from $0.80 

per contract to $0.72 per contract. 

Specifically, the Exchange proposes to 

create a separate line on the Options Fee 

Schedule for executions made in the 

Professional, Firm, Away Market Maker, 

and Broker-Dealer capacities and to note 

on the Options Fee Schedule that the 

standard transaction rebates for 

execution of non-Penny options in such 

capacities which add liquidity to the 

MEMX Book is $0.72 per contract. 

The purpose of reducing the rebate is 

for business and competitive reasons as 

the Exchange believes that reducing 

such rebate would decrease the 

Exchange’s expenditures with respect to 

transaction pricing in a manner that is 

still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging executions which add 

liquidity to the MEMX Options Book. 

As discussed above, other national 

securities exchanges separate out the 

transaction rebate for non-Customer, 

non-Market Maker capacities from those 

executions made in the Customer 

capacity. The Exchange notes that the 

proposed reduced rebate is competitive 

with, or exceeds the transaction rebate 

provided by other national securities 

exchanges for executions in nonCustomer, non-Market Maker capacities 

in non-Penny options which add 

liquidity.17

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Options Fee 

Schedule is consistent with the 

provisions of Section 6 of the Act,18 in 

general, and with Sections 6(b)(4) and 

6(b)(5) of the Act,19 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among Options Members and 

other persons using its facilities. The 

Exchange also believes the proposal 

furthers the objectives of Section 6(b)(5) 

of the Act in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

MEMX Options 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.’’ 20

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 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 believes that it is 

reasonable and equitable to provide 

different transaction rebates and fees for 

executions in non-Customer, nonMarket Maker capacities, than for 

executions in the Customer capacity or 

in the Market Maker capacity. The 

Exchange believes that providing 

different rebates and assessing different 

fees for executions in non-Customer, 

non-Market Maker capacities is 

equitable and not unfairly 

discriminatory because each Member 

who executes contracts in such 

capacities will be assessed the 

respective fees or provided the 

respective rebates. As noted above, 

other national securities exchanges 

separate transaction fees and rebates for 

executions in the Market Maker capacity 

from the transaction fees and rebates for 

executions made in other non-Customer 

capacities.21

The Exchange believes that the 

proposed changes to reduce the rebate 

for executions of Penny options made in 

non-Market Maker, non-Customer 

capacities which add liquidity to the 

MEMX Options Book from $0.45 per 

contract to $0.42 per contract, and to 

reduce the rebate for executions of nonPenny options made in non-Market 

Maker, non-Customer capacities which 

add liquidity to the MEMX Options 

Book from $0.80 per contract to $0.72 

per contract, are reasonable because 

such changes are designed to decrease 

the Exchange’s expenditures with 

respect to its transaction pricing in a 

manner that is still consistent with the 

Exchange’s overall pricing philosophy 

of encouraging executions which add 

liquidity to the MEMX Options Book in 

both Penny and non-Penny options. The 

Exchange believes that the proposed 

changes are equitable and not unfairly 

discriminatory because the reduced 

rebates will apply to all market 

participants who make executions of 

Penny options or non-Penny options, 

respectively, in non-Market Maker, nonCustomer capacities which add liquidity 

to the MEMX Options Book. 

The Exchange believes the proposed 

reduced rebate for executions of Penny 

options made in non-Market Maker, 

non-Customer capacities which add 

liquidity to the MEMX Options Book is 

appropriate because it exceeds or is 

comparable to, and competitive with, 

the rebates provided by other exchanges 

for executions of Penny options made in 

non-Market Maker and non-Customer 

capacities which add liquidity.22

Similarly, the Exchange believes that 

the proposed reduced rebate for 

executions of non-Penny options made 

in non-Market Maker, non-Customer 

capacities which add liquidity to the 

MEMX Options Book is appropriate 

because it exceeds or is comparable to, 

and competitive with, the rebates 

offered by other national securities 

exchanges on Options platforms for 

executions of non-Penny options made 

in non-Market Maker and non-Customer 

capacities which add liquidity.23 The 


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92210 Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 

24 15 U.S.C. 78f(b)(4) and (5). 

25See supra notes 22 and 23. 

26See supra note 20. 27See supra note 20. 

28NetCoalition 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)). 

29 15 U.S.C. 78s(b)(3)(A)(ii). 

30 17 CFR 240.19b–4(f)(2). 

Exchange believes that the proposed 

reduced rebates which add liquidity to 

the MEMX Book in Penny and nonPenny options in non-Market Maker, 

non-Customer capacities will provide 

right-sized incentives which will 

continue to attract non-Market Maker, 

non-Customer order flow to the 

Exchange. 

For the reasons discussed above, the 

Exchange submits that its proposed 

change to the Options Transaction Fee 

Schedule satisfies the requirements of 

Sections 6(b)(4) and 6(b)(5) of the Act 24

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 are 

not designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. As described more fully below 

in the Exchange’s statement regarding 

burden on competition, the Exchange 

believes that its transaction pricing is 

subject to significant competitive forces, 

and that the proposed rebate described 

herein is 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 decrease the Exchange’s 

expenditures, generate additional 

revenue with respect to its transaction 

pricing, incentivize market participants 

to direct additional order flow to the 

MEMX Options platform, 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. Further, MEMX Options’ 

proposed modified transaction fees and 

rebates exceed or are comparable to the 

transaction fees and rebates assessed by 

other options exchanges.25 As a result, 

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.’’ 26

Intramarket Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intramarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act 

because the proposed rebate applies 

equally to all Options Members. The 

proposed pricing structure is intended 

to decrease the Exchange’s expenditures 

and generate additional revenue with 

respect to its transaction pricing, in a 

manner that is comparable with the 

rebates and fees offered by other 

exchanges for executions in the nonCustomer, non-Market Maker capacities 

in both Penny and non-Penny options. 

The Exchange believes that the 

proposed reduced rebates are consistent 

with the Exchange’s overall pricing 

philosophy. As the proposed rebate is 

equally applicable to all market 

participants, the Exchange does not 

believe there is any burden on 

intramarket competition. 

Intermarket Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

To the contrary, the Exchange believes 

that the proposed pricing structure will 

increase competition and is intended to 

provide rebates for executions in nonCustomer, non-Market Maker capacities 

which add liquidity to the MEMX 

Options book which are comparable to 

those offered by other exchanges, which 

the Exchange believes will help to 

encourage Members to send orders to 

the Exchange to the benefit of all 

Exchange participants. As the proposed 

rebate is equally applicable to all market 

participants, the Exchange does not 

believe there is any burden on 

intramarket competition. 

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.’’ 27 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’ . . . .’’.28 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 29 and Rule 

19b–4(f)(2) 30 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–2024–43 on the subject line. 


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Federal Register / Vol. 89, No. 225 / Thursday, November 21, 2024 / Notices 92211 

31 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. 

4The current text of Rule 7.13 was adopted in 

2018. See Securities Exchange Act Release No. 

83289 (May 17, 2018), 83 FR 23968 (May 23, 2018) 

(SR–NYSENAT–2018–02) (Notice of Filing of 

Amendment No. 1 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Amended 

by Amendment No. 1, To Support the Re-Launch 

of NYSE National, Inc. on the Pillar Trading 

Platform). 

5Proposed Rule 5.5 contained rules for the 

delisting of investment company units (an exchange 

traded product) and listed the rules pursuant to 

which the Exchange may have determined that it 

was appropriate to either suspend dealings in and/ 

or remove securities from listing. Proposed Rule 5.5 

was removed in an amendment of the relevant 

filing. See Exhibit 1 to SR–NYSENat–2018–02 

(February 21, 2018) (available at https://

www.nyse.com/publicdocs/nyse/markets/nysenational/rule-filings/filings/2018/NYSENat-2018- 

02,%20Re-file.pdf), and Amendment No. 1 to SR– 

NYSENat–2018–02 (May 16, 2018), at 10 (stating 

that ‘‘in this Amendment No. 1, the Exchange will 

not be proposing rules relating to the listing of 

Exchange Traded Products in Rule[ ] 5’’) (available 

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

nyse-national/rule-filings/filings/2018/NYSENAT2018-02,%20Am.1.pdf). See also 83 FR 23968, 

supra note 4. 

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–2024–43. 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–MEMX–2024–43 and should be 

submitted on or before December 12, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–27222 Filed 11–20–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101635; File No. SR– 

NYSENAT–2024–31] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend NYSE National 

Rule 7.13 To Remove References to 

the Chair of the Board and a CrossReference to NYSE National Rule 5.5 

November 15, 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 November 

8, 2024, NYSE National, Inc. (‘‘NYSE 

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

the Securities and Exchange 

Commission (‘‘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 amend 

NYSE National Rule 7.13 to remove 

references to the Chair of the Board and 

a cross reference. 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 amend 

NYSE National Rule 7.13 (Trading 

Suspensions) to remove references to 

the Chair of the Board of Directors of the 

Exchange (‘‘Board’’) and a cross 

reference. 

Under current Rule 7.13,4 except as 

otherwise stated in Rule 5.5, the Chair 

of the Board or the President of the 

Exchange, or the officer designee of the 

Chair or the President, has the power to 

suspend trading on any and all 

securities traded on the Exchange 

whenever in his or her opinion such 

suspension would be in the public 

interest. No such action shall continue 

longer than two days or as soon 

thereafter as a quorum of Directors can 

be assembled, unless the Board 

approves the continuation of such 

suspension. 

The Exchange believes that it is 

advisable to remove the cross-reference 

to Rule 5.5 in the current rule, as there 

is no Exchange Rule 5.5. Although a 

Rule 5.5 was proposed at the same time 

as the current Rule 7.13, Rule 5.5 was 

removed from the relevant filing in an 

amendment.5 The cross-reference is 

therefore meaningless. 

The Exchange believes that it is 

advisable to remove the references to 

the Chair in Rule 7.13 because the Chair 

has not acted under Rule 7.13 since the 

rule was adopted and the Exchange does 

not anticipate that an independent or 

non-employee Chair will have sufficient 

involvement in the day-to-day 


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