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[Federal Register Volume 89, Number 225 (Thursday, November 21, 2024)]
[Notices]
[Pages 92207-92211]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-27222]

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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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change 
to amend the Exchange's fee schedule applicable to Members \3\ 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.
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    \3\ See Exchange Rule 1.5(p).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

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

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

1. Purpose
    The purpose of the proposed rule change is to amend the 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 Broker-Dealer 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.
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    \4\ MEMX 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.
    \5\ MEMX Options provides fee qualifier ``p'' for professional 
transactions.
    \6\ MEMX Options provides fee qualifier ``f'' for firm 
transactions.
    \7\ MEMX Options provides fee qualifier ``a'' for away market 
maker transactions.
    \8\ MEMX Options provides fee qualifier ``b'' for broker-dealer 
transactions.
    \9\ Each of professional transactions, firm transactions, away 
market maker transactions, and broker-dealer transactions, and 
market maker transactions are referred to as ``non-Customer'' 
transactions.
    \10\ MEMX 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.
    \11\ MEMX Options provides Fee Code ``D'' for transactions which 
add liquidity to the MEMX Options Book.
    \12\ MEMX Options provides Fee Code ``N'' for transactions in 
Non-Penny options.
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    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 low-concentrated 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.
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    \13\ Market share percentage calculated as of October 31, 2024. 
The Exchange receives and processes data made available through the 
consolidated data feeds (i.e., OPRA).
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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

[[Page 92208]]

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 non-Customer capacities which remove liquidity from the MEMX 
Options Book, and a standard transaction fee of $1.21 per contract for 
executions of non-Penny 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 
non-Customer 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\
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    \14\ See 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, Non-Market-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 Market-Maker 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 Market-Maker 
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 ``Non-Customer, 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 Non-Customer, 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 Non-
Customer, 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/pearl-options/fees. The MIAX 
Pearl Options Fee Schedule separates executions in the ``All MIAX 
Pearl Market Maker'' capacity from executions in other non-Customer 
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 non-Penny 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.
    \15\ See 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, Non-MIAX Market 
Makers, Non-Member Broker-Dealer, and Firm capacity.
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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, non-Market 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, non-
Market Maker capacities in Penny options which add liquidity.\16\
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    \16\ See infra note 22.
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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, non-Customer capacities which add liquidity

[[Page 92209]]

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 non-Customer, 
non-Market Maker capacities in non-Penny options which add 
liquidity.\17\
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    \17\ See infra note 23.
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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.
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    \18\ 15 U.S.C. 78f.
    \19\ 15 U.S.C. 78f(b)(4) and (5).
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    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\
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    \20\ Securities Exchange Act Release No. 51808 (June 9, 2005), 
70 FR 37496, 37499 (June 29, 2005).
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    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, non-Market 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\
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    \21\ See supra note 14.
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    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 non-Penny 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, non-Customer 
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

[[Page 92210]]

Exchange believes that the proposed reduced rebates which add liquidity 
to the MEMX Book in Penny and non-Penny 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.
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    \22\ For example, the Cboe C2 Options Exchange offers a rebate 
of $0.36 for transaction in non-Customer, 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/pearl-options/fees.
    \23\ For example, the Cboe C2 Options Exchange offers a rebate 
of $0.65 for transaction in non-Customer, non-Market Maker 
capacities in non-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 $0.85 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.
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    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.
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    \24\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposal will result in any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Instead, as discussed above, 
the proposal is intended to 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\
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    \25\ See supra notes 22 and 23.
    \26\ See supra note 20.
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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 non-Customer, 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 non-
Customer, 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 broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders 
for execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers' . . . .''.\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.
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    \27\ See supra note 20.
    \28\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act \29\ and Rule 19b-4(f)(2) \30\ thereunder.
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    \29\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \30\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-MEMX-2024-43 on the subject line.

[[Page 92211]]

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\
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    \31\ 17 CFR 200.30-3(a)(12).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2024-27222 Filed 11-20-24; 8:45 am]
BILLING CODE 8011-01-P
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