95328 Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 

33 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange notes that its affiliate options 

exchanges, Miami International Securities 

Exchange, LLC (‘‘MIAX’’) and MIAX PEARL, LLC 

(‘‘MIAX Pearl’’), plan to submit (or have already 

submitted) substantively identical proposals to list 

and trade options on the Bitcoin Funds. The 

Exchange notes that all the rules of Chapter III of 

MIAX, including Exchange Rules 307 and 309, are 

incorporated by reference to the MIAX Pearl and 

MIAX Sapphire Rulebooks. The Exchange also 

notes that all of the rules of Chapter III of MIAX, 

including Exchange Rules 307 and 309, and the 

rules of Chapter IV of MIAX, including Exchange 

Rule 402, are incorporated by reference into the 

Exchange’s affiliate, MIAX Emerald, LLC (‘‘MIAX 

Emerald’’). 

4On January 10, 2024, the Securities and 

Exchange Commission (‘‘Commission’’) approved 

proposals by NYSE Arca, Inc., The Nasdaq Stock 

Market LLC, and Cboe BZX Exchange, Inc. to list 

and trade the shares of 11 bitcoin-based 

commodity-based trust shares and trust units, 

including the iShares Bitcoin Trust. See Securities 

Exchange Act Release No. 99306 (Jan. 10, 2024), 89 

FR 3008 (Jan. 17, 2024) (order approving File Nos. 

SR–NYSEARCA–2021–90; SR–NYSEARCA–2023– 

44; SR–NYSEARCA–2023–58; SR–NASDAQ–2023– 

016; SR–NASDAQ–2023–019; SR–CboeBZX–2023– 

028; SR–CboeBZX–2023–038; SR–CboeBZX–2023– 

040; SR–CboeBZX–2023–042; SR–CboeBZX–2023– 

044; SR–CboeBZX–2023–072) (‘‘Bitcoin ETP 

Order’’). 

5See Securities Exchange Act Release No. 101386 

(October 18, 2024), 89 FR 84960 (October 24, 2024) 

(SR–NYSEAMER–2024–49) (Self-Regulatory 

Organizations; NYSE American LLC; Notice of 

Filing of Amendment No. 3 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 3, To Permit the 

Listing and Trading of Options on Bitcoin 

Exchange-Traded Funds). 

6See Securities Exchange Act Release No. 101128 

(September 20, 2024), 89 FR 78942 (September 26, 

2024) (SR–ISE–2024–03) (Notice of Filing of 

Amendment Nos. 4 and 5 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 1, 4, and 5, to 

Permit the Listing and Trading of Options on the 

iShares Bitcoin Trust (‘‘IBIT’’) (‘‘ISE IBIT Approval 

Order’’). 

7See Exchange Rule 402(i), which permits 

options trading on ETFS that: (1) represent interests 

in registered investment companies (or series 

thereof) organized as open-end management 

investment companies, unit investment trusts or 

similar entities that hold portfolios of securities 

and/or financial instruments (‘‘Funds’’), including, 

but not limited to, stock index futures contracts, 

options on futures, options on securities and 

indices, equity caps, collars and floors, swap 

agreements, forward contracts, repurchase 

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–BX–2024–048 and should be 

submitted on or before December 23, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–28113 Filed 11–29–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101745; File No. SR– 

SAPPHIRE–2024–37] 

Self-Regulatory Organizations; MIAX 

Sapphire, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 402, Criteria for Underlying 

Securities, To List and Trade Options 

on the Grayscale Bitcoin Trust, the 

Grayscale Bitcoin Mini Trust, and the 

Bitwise Bitcoin ETF 

November 25, 2024. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on November 

21, 2024, MIAX Sapphire, LLC 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I and II below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Exchange Rule 402, Criteria for 

Underlying Securities. The text of the 

proposed rule change is available on the 

Exchange’s website at https://

www.miaxglobal.com/markets/usoptions/miax-sapphire/rule-filings, at 

the Exchange’s principal office, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange 3 proposes to amend 

Exchange Rule 402, Criteria for 

Underlying Securities, to allow the 

Exchange to list and trade options on 

the following exchange-traded products: 

the Grayscale Bitcoin Trust (BTC) (the 

‘‘Grayscale Fund’’ or ‘‘GBTC’’), the 

Grayscale Bitcoin Mini Trust BTC (the 

‘‘Grayscale Mini Fund’’ or ‘‘BTC’’), and 

the Bitwise Bitcoin ETF (the ‘‘Bitwise 

Fund’’ or ‘‘BITB’’ and, collectively, the 

‘‘Bitcoin Funds’’ or ‘‘Funds’’).4 As noted 

above, MIAX’s rules governing position 

limits and exercise limits for options 

positions are incorporated by reference 

into the MIAX Sapphire Rulebook and 

are therefore MIAX Sapphire rules 

applicable to market participants on 

MIAX Sapphire. MIAX is filing a 

substantively similar proposal to list 

and trade options on the Bitcoin Funds. 

That filing includes proposed change to 

Exchange Rules 307 (position limits) 

and 309 (exercise limits), which changes 

will be incorporated by reference into 

the MIAX Sapphire Rulebook. 

The Exchange notes that this is a 

competitive filing based on a similar 

proposal submitted by NYSE American 

LLC (‘‘NYSE American’’), which was 

approved by the Commission.5 The 

Commission also recently approved a 

rule proposal by Nasdaq ISE, LLC 

(‘‘ISE’’) to allow the listing and trading 

of options on iShares Bitcoin Trust (or 

IBIT), which is a trust that holds bitcoin 

(referred to herein as the ‘‘ISE IBIT 

Approval Order’’).6 As discussed herein, 

the Exchange believes, like the recentlyapproved options on IBIT, options on 

the Bitcoin Funds would permit 

hedging, and allow for more liquidity, 

better price efficiency, and less 

volatility with respect to the underlying 

Funds. Further, permitting the listing of 

such options would enhance the 

transparency and efficiency of markets 

in these and correlated products. 

Current Exchange Rule 402(i)(4) 

provides that securities deemed 

appropriate for options trading include 

shares or other securities (‘‘Exchange 

Traded Fund Shares’’ or ‘‘ETFs’’) that 

represent certain types of interests,7


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Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 95329 

agreements and reverse repurchase agreements (the 

‘‘Financial Instruments’’), and money market 

instruments, including, but not limited to, U.S. 

government securities and repurchase agreements 

(the ‘‘Money Market Instruments’’) comprising or 

otherwise based on or representing investments in 

broad-based indexes or portfolios of securities and/ 

or Financial Instruments and Money Market 

Instruments (or that hold securities in one or more 

other registered investment companies that 

themselves hold such portfolios of securities and/ 

or Financial Instruments and Money Market 

Instruments); (2) represent interests in a trust or 

similar entity that holds a specified non-U.S. 

currency or currencies deposited with the trust 

which when aggregated in some specified minimum 

number may be surrendered to the trust or similar 

entity by the beneficial owner to receive the 

specified non-U.S. currency or currencies and pays 

the beneficial owner interest and other distributions 

on the deposited non-U.S. currency or currencies, 

if any, declared and paid by the trust (‘‘Currency 

Trust Shares’’); (3) represent commodity pool 

interests principally engaged, directly or indirectly, 

in holding and/or managing portfolios or baskets of 

securities, commodity futures contracts, options on 

commodity futures contracts, swaps, forward 

contracts and/or options on physical commodities 

and/or non-U.S. currency (‘‘Commodity Pool 

ETFs’’); (4) are issued by the are issued by the 

SPDR® Gold Trust, the iShares COMEX Gold Trust, 

the iShares Silver Trust, the ETFS Silver Trust, the 

Aberdeen Standard Physical Gold Trust, the ETFS 

Palladium Trust, the ETFS Platinum Trust, or the 

Sprott Physical Gold Trust; or (5) represent an 

interest in a registered investment company 

(‘‘Investment Company’’) organized as an open-end 

management company or similar entity, that invests 

in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies, which is issued 

in a specified aggregate minimum number in return 

for a deposit of a specified portfolio of securities 

and/or a cash amount with a value equal to the next 

determined net asset value (‘‘NAV’’), and when 

aggregated in the same specified minimum number, 

may be redeemed at a holder’s request, which 

holder will be paid a specified portfolio of 

securities and/or cash with a value equal to the next 

determined NAV (‘‘Managed Fund Share’’); 

provided that all of the conditions listed in 

subparagraphs (5)(i) and 5(ii) are met. 

8The trust may include minimal cash. 

9Subparagraphs (a) and (b) of Exchange Rule 402 

provide for guidelines to be used by the Exchange 

when evaluating potential underlying securities for 

Exchange option transactions. 

10See Exchange Rule 402(a)–(b). 

11The criteria and guidelines for a security to be 

considered widely held and actively traded are set 

forth in Exchange Rule 402(b), subject to 

exceptions. 

12An ‘‘NMS stock’’ means any NMS security 

other than an option, and an ‘‘NMS security’’ means 

any security or class of securities for which 

transaction reports are collected, processed, and 

made available pursuant to an effective transaction 

reporting plan (or an effective national market 

system plan for reporting transaction in listed 

options). See 17 CFR 242.600(b)(64) (definition of 

‘‘NMS security’’) and (65) (definition of ‘‘NMS 

stock’’). 

13See supra note 5. 

14See supra note 5. 

including interests in certain specific 

trusts that hold financial instruments, 

money market instruments, or precious 

metals (which are deemed 

commodities). 

The Bitcoin Funds are Bitcoin-backed 

commodity ETFs structured as trusts. 

Similar to any ETFs currently deemed 

appropriate for options trading under 

Exchange Rule 402(i), the investment 

objective of each Bitcoin Fund is for its 

shares to reflect the performance of 

Bitcoin (less the expenses of the trust’s 

operations), offering investors an 

opportunity to gain exposure to Bitcoin 

without the complexities of Bitcoin 

delivery. As is the case for ETFs 

currently deemed appropriate for 

options trading, a Bitcoin Fund’s shares 

represent units of fractional undivided 

beneficial interest in the trust, the assets 

of which consist principally of Bitcoin 

and are designed to track Bitcoin or the 

performance of the price of Bitcoin and 

offer access to the Bitcoin market.8 The 

Bitcoin Funds provide investors with 

cost-efficient alternatives that allow a 

level of participation in the Bitcoin 

market through the securities market. 

The primary substantive difference 

between Bitcoin Funds and ETFs 

currently deemed appropriate for 

options trading are that ETFs may hold 

securities, certain financial instruments, 

and specified precious metals (which 

are deemed commodities), while Bitcoin 

Funds hold Bitcoin (which is also 

deemed a commodity). 

The Exchange believes each Bitcoin 

Fund satisfies the Exchange’s initial 

listing standards for ETFs on which the 

Exchange may list options.9

Specifically, each Bitcoin Fund satisfies 

the initial listing standards set forth in 

Exchange Rule 402(i)(5)(i), as is the case 

for other ETFs on which the Exchange 

lists options (including trusts that hold 

commodities). Exchange Rule 

402(i)(5)(i) requires that the ETFs must 

either (1) meet the criteria and standards 

set forth in Exchange Rule 402(a) or 

402(b),10 or (2) be available for creation 

or redemption each business day from 

or through the issuer in cash or in kind 

at a price related to net asset value, and 

the issuer must be obligated to issue 

units in a specified aggregate number 

even if some or all of the investment 

assets required to be deposited have not 

been received by the issuer, subject to 

the condition that the person obligated 

to deposit the investments has 

undertaken to deliver the investment 

assets as soon as possible and such 

undertaking is secured by the delivery 

and maintenance of collateral consisting 

of cash or cash equivalents satisfactory 

to the issuer, as provided in the 

respective prospectus. Each Bitcoin 

Fund satisfies Exchange Rule 

402(i)(5)(i)(B), as each is subject to this 

creation and redemption process. 

While not required by the Rules for 

purposes of options listings, the 

Exchange believes each Bitcoin Fund 

satisfies the criteria and guidelines set 

forth in Exchange Rule 402. Pursuant to 

Exchange Rule 402, a security (which 

includes ETFs) on which options may 

be listed and traded on the Exchange 

must be duly registered (with the 

Commission) and be an NMS stock (as 

defined in Rule 600 of Regulation NMS 

under the Act, and be characterized by 

a substantial number of outstanding 

shares that are widely held and actively 

traded.11 Each Bitcoin Fund is an NMS 

Stock as defined in Rule 600 of 

Regulation NMS under the Act.12 The 

Exchange believes each Bitcoin Fund is 

characterized by a substantial number of 

outstanding shares that are widely held 

and actively traded. 

Pursuant to the data presented in the 

NYSE American filing,13 as of August 

30, 2024, the Bitcoin Funds had the 

following number of shares outstanding 

(and corresponding market 

capitalization): 

Bitcoin fund Shares 

outstanding 

Market value 

(8/30/2024) 

GBTC ................................................................................................................................................................. 284,570,100 $13,443,091,524 

BTC .................................................................................................................................................................... 366,950,100 1,930,157,526 

BITB ................................................................................................................................................................... 68,690,000 2,221,640,670 

As shown above, each Bitcoin Fund 

had significantly more than 7,000,000 

shares outstanding (approximately 29 

and 6.5 times that amount, 

respectively), which is the minimum 

number of shares of a corporate stock 

that the Exchange generally requires to 

list options on that stock pursuant to 

Exchange Rule 402(b)(1). The Exchange 

believes this demonstrates that each 

Bitcoin Fund is characterized by a 

substantial number of outstanding 

shares. 

Further, according to the NYSE 

American filing,14 the below table 


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15See supra note 5. 16As noted by NYSE American, GBTC and BITB 

began trading on January 11th and BTC began 

trading on July 31st. Thus, the measurement period 

for the trading volume (shares/notional) is January 

11 through September 20, 2024, for GBTC and BITB 

(i.e., nine months) and July 31 through September 

20, 2024, for BTC (i.e., two months). See supra note 

5. 17See FactSet, 9/30/2024, available at https://

www.factset.com/data-attribution. 18The Exchange proposes to amend Exchange 

Rule 402(i)(4) to include the Bitcoin Funds in the 

list of ETPs deemed ‘‘Exchange-Traded Fund 

Shares’’—of ETFs—for purposes of the continued 

listing standards set forth in Exchange Rule 403(g). 

See proposed Exchange Rule 402(i)(4). For 

avoidance of doubt, the Exchange refers ‘‘funds’’ 

rather than ‘‘ETFs’’ to make clear that the Bitcoin 

Funds are subject to these continued listing 

standards. 

19See Exchange Rule 403(g). 20See Exchange Rule 401 (Rights and Obligations 

of Holders and Writers), which provides that the 

rights and obligations of holders and writers of 

option contracts of any class of options dealt in on 

the Exchange shall be as set forth in the Rules of 

the Options Clearing Corporation (‘‘OCC’’). See also 

OCC Rules, Chapter VIII, which governs exercise 

and assignment, and Chapter IX, which governs the 

discharge of delivery and payment obligations 

arising out of the exercise of physically settled stock 

option contracts. OCC Rules can be located at: 

https://www.theocc.com/getmedia/9d3854cd-b782- 

450f-bcf7-33169b0576ce/occrules.pdf. 

21See Exchange Rule 404. The monthly 

expirations are subject to certain listing criteria for 

underlying securities described within Exchange 

Rule 402. Monthly listings expire the third Friday 

of the month. The term ‘‘expiration date’’ (unless 

separately defined elsewhere in the OCC By-Laws), 

when used in respect of an option contract (subject 

to certain exceptions), means the third Friday of the 

expiration month of such option contract, or if such 

Friday is a day on which the exchange on which 

such option is listed is not open for business, the 

preceding day on which such exchange is open for 

business. See OCC By-Laws Article I, Section 1. 

Pursuant to Exchange Rule 404(c), additional series 

of options of the same class may be opened for 

trading on the Exchange when the Exchange deems 

it necessary to maintain an orderly market, to meet 

customer demand or when the market price of the 

underlying stock moves more than five strike prices 

from the initial exercise price or prices. Pursuant 

to Exchange Rule 404(e), new series of options on 

an individual stock may be added until the 

beginning of the month in which the options 

contract will expire. Due to unusual market 

conditions, the Exchange, in its discretion, may add 

a new series of options on an individual stock until 

the close of trading on the business day prior to 

expiration. 

22See Exchange Rule 404, Interpretation and 

Policy .02. 

23See Exchange Rule 404, Interpretation and 

Policy .13. 

24See Exchange Rule 404, Interpretation and 

Policy .03. 

25See Exchange Rule 406. 

contains information regarding the 

number of beneficial holders of the 

Bitcoin Funds as of August 14, 2024: 

Bitcoin fund 

Beneficial 

holders 

(8/14/24) 

GBTC .................................... 464,364 

BTC ....................................... 13,403 

BITB ...................................... 75,437 

As this table shows, each Bitcoin 

Fund has significantly more than 2,000 

beneficial holders (approximately 232, 

7, and 38 time more, respectively), 

which is the minimum number of 

holders the Exchange generally requires 

for corporate stock in order to list 

options on that stock pursuant to 

Exchange Rule 402(b)(2). Therefore, the 

Exchange believes the shares of each 

Bitcoin Fund are widely held. 

In addition, the Exchange believes the 

shares of each Bitcoin Fund are actively 

traded. Further, according to the NYSE 

American filing,15 as of September 30, 

2024, the total trading volume (by 

shares and notional) for these funds 

since they began trading 16 and the 

average daily volume (‘‘ADV’’) over the 

30-day period of September 1 through 

September 30, 2024, was as follows: 17

Bitcoin fund Trading volume 

(shares) 

Trading volume 

(notional $) 

ADV 

(shares) 

GBTC ................................................................................................................................. 1,803,567,700 93,472,544,497 3,266,138 

BTC .................................................................................................................................... 335,492,930 1,792,866,521 6,838,546 

BITB ................................................................................................................................... 434,815,840 14,433,361,384 1,949,835 

As demonstrated above, even though 

these Bitcoin Funds have been trading 

for less than one year, the trading 

volume for each is substantially higher 

than 2,400,000 shares (between roughly 

165 and 700 times that amount), which 

is the minimum 12-month volume the 

Exchange generally requires for a 

security in order to list options on that 

security as set forth in Exchange Rule 

402(b). The Exchange believes this data 

demonstrates each Bitcoin Fund is 

characterized by a substantial number of 

outstanding shares that are actively 

traded. 

In addition to satisfying the 

Exchange’s initial listing standards, 

options on the Bitcoin Funds will be 

subject to the Exchange’s continued 

listing standards as set forth in 

Exchange Rule 403(g).18 Pursuant to 

Exchange Rule 403(g), the Exchange will 

not open for trading any additional 

series of option contracts covering a 

fund traded on the Exchange if such 

fund ceases to be an ‘‘NMS stock’’ as 

provided for Exchange Rule 402(b) or 

the fund is halted from trading on its 

primary market.19 Additionally, options 

on funds traded on the Exchange may be 

subject to the suspension of opening 

transactions as follows: (1) the fund no 

longer meets the terms of Exchange Rule 

403(b); (2) following the initial twelvemonth period beginning upon the 

commencement of trading of the fund, 

there are fewer than 50 record and/or 

beneficial holders of the fund for 30 or 

more consecutive trading days; (3) the 

value of the underlying commodity is 

no longer calculated or available; or (4) 

such other event occurs or condition 

exists that in the opinion of the 

Exchange makes further dealing on the 

Exchange inadvisable. 

Options on each Bitcoin Fund will be 

physically settled contracts with 

American-style exercise.20 Consistent 

with Exchange Rule 404, which governs 

the opening of options series on a 

specific underlying security (including 

ETFs and ETPs), the Exchange will open 

at least one expiration month for 

options on each Bitcoin Fund 21 at the 

commencement of trading on the 

Exchange and may also list series of 

options on Bitcoin Funds for trading on 

a weekly,22 monthly,23 or quarterly 24

basis. The Exchange may also list longterm equity option series (‘‘LEAPS’’) 

that expire from twelve to thirty-nine 

months from the time they are listed.25


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26The Exchange notes that for options listed 

pursuant to the Short Term Option Series Program, 

the Monthly Options Series Program, and the 

Quarterly Options Series Program, Exchange Rules 

404, Interpretation and Policies .02, .03, and .13, 

specifically set forth intervals between strike prices 

on Short Term Option Series, Quarterly Options 

Series, and Monthly Options Series, respectively. 

27See Exchange Rule 404, Interpretation and 

Policy .01. 

28See Exchange Rule 404, Interpretation and 

Policy .04. 

29See Exchange Rule 404(f). 

30See Exchange Rule 510(a). If options on a 

Bitcoin Fund are eligible to participate in the Penny 

Interval Program, the minimum increment of $0.01 

below $3.00 and $0.50 above $3.00 would apply. 

See Exchange Rule 510(a)(3). See also Exchange 

Rule 510(c) (which describes the requirements for 

the Penny Interval Program). 

31See MIAX Rule 307. For an option to be eligible 

for the 50,000-contract limit, the security 

underlying the option must have most recent sixmonth trading volume of at least 20,000,000 shares, 

or most recent six-month trading volume of at least 

15,000,000 shares and at least 40,000,000 shares 

currently outstanding. For an option to be eligible 

for the 75,000-contract limit, the underlying 

security must have most recent six-month trading 

volume of at least 40,000,000 shares, or most recent 

six-month trading volume of at least 30,000,000 

shares and at least 120,000,000 shares currently 

outstanding. For an option to be eligible for the 

200,000-contract limit, the underlying security must 

have most recent six-month trading volume of at 

least 80,000,000 shares, or most recent six-month 

trading volume of at least 60,000,000 shares and at 

least 240,000,000 shares currently outstanding. For 

an option to be eligible for the 250,000-contract 

limit, the security underlying the option must have 

most recent six-month trading volume of at least 

100,000,000 shares, or most recent six-month 

trading volume of at least 75,000,000 shares and at 

least 300,000,000 shares currently outstanding. The 

25,000-contract limit applies to options on 

underlying securities that do not qualify for a 

higher contract limit. See MIAX Rule 307. In 

addition, Interpretation and Policy .01 to MIAX 

Rule 307 establishes higher position limits for 

options on certain ETFs. 

32See Securities Exchange Act Release No. 

101128 (September 20, 2024), 89 FR 78942 

(September 26, 2024) (SR–ISE–2024–03) (Notice of 

Filing of Amendment Nos. 4 and 5 and Order 

Granting Accelerated Approval of a Proposed Rule 

Change, as Modified by Amendment Nos. 1, 4, and 

5, to Permit the Listing and Trading of Options on 

the iShares Bitcoin Trust (‘‘IBIT’’) (‘‘ISE IBIT 

Approval Order’’). 

33The Exchange may file a subsequent rule 

change to amend the position and exercise limit for 

options on any or all the Bitcoin Funds based on 

additional data regarding trading activity, to 

continue to balance any concerns regarding 

manipulation. A higher position limit would allow 

institutional investors to utilize options on the 

Bitcoin Funds for prudent risk management 

purposes. 

34See supra note 5. 

35Per MIAX Rule 307, to qualify for the 250,000- 

contract position limit for options, the underlying 

security must (i) have trading volume of at least 

100,000,000 shares during the most recent sixmonth trading period; or (ii) have trading volume 

of at least 75,000,000 shares during the most recent 

six-month trading period and have at least 

300,000,000 shares currently outstanding. 

36See supra note 5. See FactSet, 9/30/2024, 

https://www.factset.com/data-attribution. For 

avoidance of doubt, the Exchange notes that this 

chart depicts the most recent six months (at the 

time the NYSE American filing was filed) of trading 

data by shares for GBTC and BITB whereas the 

earlier chart (that depicts volume by notional and 

shares) covered the first nine months of trading. For 

BTC, both charts depict the same two-month 

trading volume by shares. 

37See https://www.theocc.com/Market-Data/ 

Market-Data-Reports/Series-and-Trading-Data/ 

Series-Search (including the following symbols that 

Continued 

Pursuant to Exchange Rule 404(g), 

which governs strike prices of series of 

options on ETFs, the interval between 

strike prices of series of options on 

Bitcoin Funds will be $1 or greater 

when the strike price is $200 or less and 

$5 or greater where the strike price is 

over $200.26 Additionally, the Exchange 

may list series of options pursuant to 

the $1 Strike Price Interval Program,27

the $0.50 Strike Program,28 and the 

$2.50 Strike Price Program.29 Pursuant 

to Exchange Rule 510, where the price 

of a series of a Bitcoin Fund option is 

less than $3.00, the minimum increment 

will be $0.05, and where the price is 

$3.00 or higher, the minimum 

increment will be $0.10.30 Any and all 

new series of Bitcoin Fund options that 

the Exchange lists will be consistent and 

comply with the expirations, strike 

prices, and minimum increments set 

forth in Exchange Rules 404 and 510, as 

applicable. Further, the Exchange notes 

that MIAX Chapter XV Rules (Margin), 

which governs margin requirements 

applicable to the trading of all options 

on the Exchange as that chapter of rules 

is incorporated by reference into the 

MIAX Sapphire Rulebook, including 

options on ETFs and ETPs, will also 

apply to the trading of Bitcoin Fund 

options. 

Position and Exercise Limits 

As mentioned above, the rules for 

position and exercise limits for options, 

including options on Bitcoin Funds, are 

determined pursuant to MIAX Rules 307 

and 309, respectively, as incorporated 

by reference into the MIAX Sapphire 

Rulebook. Position and exercise limits 

for options vary according to the 

number of outstanding shares and the 

trading volumes of the underlying 

security over the past six months, where 

the largest in capitalization and the 

most frequently traded funds have an 

option position and exercise limit of 

250,000 contracts (with adjustments for 

splits, re-capitalizations, etc.) on the 

same side of the market; and smaller 

capitalization funds have position and 

exercise limits of 200,000, 75,000, 

50,000 or 25,000 contracts (with 

adjustments for splits, re-capitalizations, 

etc.) on the same side of the market.31

Position limits are designed to limit 

the number of options contracts traded 

on the Exchange in an underlying 

security that an investor, acting alone or 

in concert with others directly or 

indirectly, may control. The purpose of 

position limits, which are set forth in 

MIAX Rule 307, is to address potential 

manipulative schemes and adverse 

market impacts surrounding the use of 

options, such as disrupting the market 

in the security underlying the options. 

As such, position limits must balance 

concerns regarding mitigating potential 

manipulation and the cost of inhibiting 

potential hedging activity that investors 

may use for legitimate economic 

purposes. To achieve this balance, the 

Exchange proposes to set the position 

and exercise limits for the options on 

the Bitcoin Funds at 25,000 contracts, a 

limit which has already been approved 

for IBIT at a competing exchange, an 

ETP that (like the Bitcoin Funds) holds 

bitcoin.32 Capping the position limit at 

25,000 contracts, the lowest limit 

available in options, would address 

concerns related to manipulation and 

protection of investors as this number is 

conservative for the Bitcoin Funds and 

therefore appropriate given their 

liquidity. While the Exchange believes 

that the proposed 25,000-contract 

position limit is conservative for options 

on the Bitcoin Funds, it nonetheless 

believes that, for the reasons set forth 

below, evidence exists to support a 

much higher position limit.33

As shown in the table below, 

provided in the NYSE American 

filing,34 GBTC, BITB and BTC would 

easily qualify for the 250,000-contract 

position limit available to other ETFs 

and ETPs pursuant to the criterion in 

MIAX Rule 307, which requires that, for 

the most recent six-month period, 

trading volume for the underlying 

security be at least 100,000,000 shares.35

As noted in the NYSE American filing, 

BTC began trading on July 31, 2024, and 

therefore had only two months of 

trading data available at the time of the 

NYSE American filing, as shown 

below.36

Bitcoin fund Total volume 

(9/30/2024) 

GBTC ............. 723,758,100 (6-months). 

BTC ................ 335,492,930 (2-months). 

BITB ............... 263,965,870 (6-months). 

Thus, based on the most-recent 

trading volume, each Bitcoin Fund 

exceeded the requisite minimum of 

100,000,000 shares necessary to qualify 

for the 250,000-contract position and 

exercise limits. By comparison, other 

options symbols with six-month trading 

volume less than GBTC, BITB, and BTC 

are eligible for position and exercise 

limits of at least 250,000.37


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have a position limit of 250,000: GLD, IAU, SLV, 

SIVR, SGOL). 

38See supra note 5. 

39See supra note 5. 

40See https://www.blockchain.com/explorer/ 

charts/total-bitcoins. 

41See supra note 5. 

With respect to the outstanding shares 

of each Bitcoin Fund, if a market 

participant held the maximum number 

of contracts possible pursuant to the 

proposed position and exercise limits 

(25,000 contracts), the equivalent shares 

represented by the proposed position/ 

exercise limit (2,500,000 shares) would 

represent the following approximate 

percentage of current outstanding 

shares, according to the data presented 

in the NYSE American filing: 38

Bitcoin Fund 

Proposed position/ 

exercise limits in 

equivalent shares 

Outstanding 

shares 

(8/30/24) 

Percentage 

of outstanding 

shares 

GBTC ............................................................................................................................... 2,500,000 284,570,100 0.9 

BTC .................................................................................................................................. 2,500,000 366,950,100 0.7 

BITB ................................................................................................................................. 2,500,000 68,690,000 3.6 

As this table demonstrates, if a market 

participant held the maximum 

permissible options positions in one of 

the Bitcoin Fund options and exercised 

all of them at the same time, that market 

participant would control a small 

percentage of the outstanding shares of 

the underlying Bitcoin Fund. For 

example, as noted above, a position 

limit of 25,000 same side contracts 

effectively restricts a market participant 

from holding positions that could result 

in the receipt of no more than 2,500,000 

shares of the applicable Bitcoin Fund (if 

that market participant exercised all its 

options). Based on data presented in the 

NYSE American filing regarding the 

number of shares outstanding for each 

Bitcoin Fund as of August 30, 2024, the 

table below sets forth the approximate 

number of market participants that 

could hold the maximum of 25,000 

same side positions in each Bitcoin 

Fund that would equate to the number 

of shares outstanding of that Bitcoin 

Fund: 39

Bitcoin Fund Shares 

outstanding 

Number of market 

participants with 

25,000 same 

side positions 

GBTC ............................................................................................................................................................. 284,570,100 114 

BTC ................................................................................................................................................................ 366,950,100 147 

BITB ............................................................................................................................................................... 68,690,000 27 

This means if 114 market participants 

had 25,000 same side positions in 

options on GBTC, each of them would 

have to simultaneously exercise all of 

those options to create a scenario that 

may put the underlying security under 

stress. Similarly, this means if 147 

market participants had 25,000 same 

side positions in options on BTC, each 

of them would have to simultaneously 

exercise all of those options to create a 

scenario that may put the underlying 

security under stress. Finally, this 

means if 27 market participants had 

25,000 same side positions in options 

on BITB, each of them would have to 

simultaneously exercise all of those 

options to create a scenario that may put 

the underlying security under stress. 

The Exchange believes it is highly 

unlikely for this to occur; however, even 

if such event did occur, the Exchange 

would not expect any of the Bitcoin 

Fund to be under stress because such an 

event would merely induce the creation 

of more shares through the trust’s 

creation and redemption process. 

Further, given that the issuer of each 

Bitcoin Fund may create and redeem 

shares that represent an interest in 

Bitcoin, the Exchange believes it is 

relevant to compare the size of a 

position limit to the market 

capitalization of the Bitcoin market. As 

of August 30, 2024, the global supply of 

Bitcoin was 19,747,066, and the price of 

one Bitcoin was approximately 

$59,108.23, which equates to a market 

capitalization of approximately $1.167 

trillion.40 Consider the proposed 

position and exercise limit of 25,000 

option contracts for each Bitcoin Fund 

option. A position and exercise limit of 

25,000 same side contracts effectively 

restricts a market participant from 

holding positions that could result in 

the receipt of no more than 2,500,000 

shares of GBTC, BTC, or BITB, as 

applicable (if that market participant 

exercised all its options). The following 

table from the NYSE American filing 

shows the share price of each Bitcoin 

Fund on August 30, 2024, the value of 

2,500,000 shares of the Bitcoin Fund at 

that price, and the approximate 

percentage of that value of the size of 

the Bitcoin market: 41

Bitcoin Fund 

Aug. 30th 

share price 

($) 

Value of 

2,500,000 

shares of 

Bitcoin Funds 

($) 

Percentage 

of Bitcoin 

market 

GBTC ........................................................................................................................................... 46.75 116,875,000 0.010 

BTC .............................................................................................................................................. 5.20 13,000,000 0.001 

BITB ............................................................................................................................................. 31.95 79,875,000 0.007 

Therefore, if a market participant with 

the maximum 25,000 same side 

contracts in options on GBTC, BTC, or 

BITB exercised all positions at one time, 

such an event would have no practical 

impact on the Bitcoin market. As 


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42See supra note 5. 

43See https://www.blockchain.com/explorer/ 

assets/btc (citing 21 million as the ‘‘total supply’’ 

of bitcoin). 

44The market capitalization of Bitcoin would 

rank in the top 10 among securities. See https://

companiesmarketcap.com/usa/largest-companiesin-the-usa-by-market-cap/. 

45See CME Rulebook Chapter 350 (description of 

CME Bitcoin Futures) and Chapter 5, Position 

Limit, Position Accountability and Reportable Level 

Table in the Interpretations & Special Notices. Each 

CME Bitcoin futures contract is valued at five 

Bitcoins as defined by the CME CF Bitcoin 

Reference Rate (‘‘BRR’’). See CME Rule 35001. 

46See supra note 5. 

47See CME Rulebook Chapter 5, Position Limit, 

Position Accountability and Reportable Level Table 

in the Interpretations & Special Notices. 

48 Id. 

described in the NYSE American filing, 

the below chart shows the market 

capitalization of each Bitcoin Fund 

relative to the market capitalization of 

the entire bitcoin market, as of August 

30, 2024.42

Bitcoin/shares 

outstanding 

Market value 

(8/30/2024) 

Percentage of 

Total 

bitcoin market 

Total Bitcoin Market ............................................................................................. $19,747,066 $1,167,214,096,788 100.00 

GBTC ................................................................................................................... 284,570,100 13,443,091,524 1.15 

BTC ...................................................................................................................... 366,950,100 1,930,157,526 0.17 

BITB ..................................................................................................................... 68,690,000 2,221,640,670 0.19 

As shown above, the Bitcoin Funds 

collectively represent approximately 

1.51% of the global supply of Bitcoin 

(19,747,066). Based on the $46.75 price 

of a GBTC share on August 30, 2024, a 

market participant could have redeemed 

one Bitcoin for approximately 1,264 

GBTC shares. Another 24,967,146,455 

GBTC shares could be created before the 

supply of Bitcoin was exhausted. As a 

result, 9,987 market participants would 

have to simultaneously exercise 25,000 

same side positions in GBTC options to 

receive shares of the GBTC holding the 

entire global supply of Bitcoin. 

Similarly, based on the $5.20 price of a 

BTC share on August 30, 2024, a market 

participant could have redeemed one 

Bitcoin for approximately 11,367 BTC 

shares. Another 224,464,249,382 BTC 

shares could be created before the 

supply of Bitcoin was exhausted. As a 

result, 89,786 market participants would 

have to simultaneously exercise 25,000 

same side positions in BTC options to 

receive shares of BTC holding the entire 

global supply of Bitcoin. Similarly, 

based on the $31.95 price of a BITB 

share on August 30, 2024, a market 

participant could have redeemed one 

Bitcoin for approximately 1,850 BITB 

shares. Another 36,532,522,591 BITB 

shares could be created before the 

supply of Bitcoin was exhausted. As a 

result, 14,613 market participants would 

have to simultaneously exercise 25,000 

same side positions in BITB options to 

receive shares of BITB holding the 

entire global supply of Bitcoin. Unlike 

the Bitcoin Funds, the number of shares 

that corporations may issue is limited. 

However, like corporations, which 

authorize additional shares, repurchase 

shares, or split their shares, the Bitcoin 

Funds may create, redeem, or split 

shares in response to demand. While the 

supply of Bitcoin is limited to 

21,000,000, it is believed that it will 

take more than 100 years to fully mine 

the remaining Bitcoin.43 The supply of 

Bitcoin is larger than the available 

supply of most securities.44 Given the 

significant unlikelihood of any of these 

events ever occurring, the Exchange 

does not believe options on the Bitcoin 

Funds should be subject to position and 

exercise limits even lower than those 

proposed (which are already equal to 

the lowest available limit for equity 

options in the industry) to protect the 

supply of Bitcoin. 

The Exchange also believes the 

proposed limits are appropriate given 

position limits for Bitcoin futures. For 

example, the Chicago Mercantile 

Exchange (‘‘CME’’) imposes a position 

limit of 2,000 futures (for the initial spot 

month) on its Bitcoin futures contract.45

On August 28, 2024, CME Aug 24 

Bitcoin Futures settled at $58,950. A 

position of 2,000 CME Bitcoin futures, 

therefore, would have a notional value 

of $589,500,000. The following table 

shows the share price of each Bitcoin 

Fund on August 28, 2024, and the 

approximate number of option contracts 

that equates to that notional value: 46

Bitcoin Fund Aug. 28th 

share price 

Number of 

option contracts 

GBTC ............................................................................................................................................................... 46.94 125,585 

BTC .................................................................................................................................................................. 5.23 1,127,151 

BITB ................................................................................................................................................................. 32.08 183,759 

The approximate number of option 

contracts for each Bitcoin Fund that 

equate to the notional value of CME 

Bitcoin futures is significantly higher 

than the proposed limit of 25,000 

options contract for each Bitcoin Fund 

option. The fact that many options 

ultimately expire out-of-the-money and 

thus are not exercised for shares of the 

underlying, while the delta of a Bitcoin 

Future is 1, further demonstrates how 

conservative the proposed limits of 

25,000 options contracts are for the 

Bitcoin Fund options. 

The Exchange notes, unlike options 

contracts, CME position limits are 

calculated on a net futures-equivalent 

basis by contract and include contracts 

that aggregate into one or more base 

contracts according to an aggregation 

ratio(s).47 Therefore, if a portfolio 

includes positions in options on futures, 

CME would aggregate those positions 

into the underlying futures contracts in 

accordance with a table published by 

CME on a delta equivalent value for the 

relevant spot month, subsequent spot 

month, single month and all month 

position limits.48 If a position exceeds 

position limits because of an option 

assignment, CME permits market 

participants to liquidate the excess 

position within one business day 

without being considered in violation of 

its rules. Additionally, if at the close of 

trading, a position that includes options 

exceeds position limits for futures 

contracts, when evaluated using the 

delta factors as of that day’s close of 

trading but does not exceed the limits 

when evaluated using the previous 

day’s delta factors, then the position 


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49The Exchange is unaware of any proposed rule 

change related to position and exercise limits for 

any equity option (including commodity ETF 

options) for which the Commission required 

consideration of whether the available supply of an 

underlying (whether it be a corporate stock or an 

ETF) or the contents of an ETF (commodity or 

otherwise) should be considered when an exchange 

proposed to establish those limits. See, e.g., 

Securities Exchange Act Release No. 57894 May 30, 

2008), 73 FR 32061 (June 5, 2008) (SR–CBOE–2005– 

11) (approval order in which the Commission stated 

that the ‘‘listing and trading of Gold Trust Options 

will be subject to the exchanges’ rules pertaining to 

position and exercise limits and margin’’). The 

Exchange notes the position limits in Exchange 

Rule 307 are the same as when the Commission 

approved this filing. For reference, the current 

position and exercise limits for options on SPDR 

Gold Shares ETF (‘‘GLD’’) and options on iShares 

Silver Trust (‘‘SLV’’) are 250,000 contracts, or 10 

times that proposed position and exercise limit for 

the Bitcoin Fund options. 

50For example, suppose an option has a position 

limit of 25,000 option contracts and there are a total 

of 10 investors trading that option. If all 10 

investors max out their positions, that would result 

in 250,000 option contracts outstanding at that 

time. However, suppose 10 more investors decide 

to begin trading that option and also max out their 

positions. This would result in 500,000 option 

contracts outstanding at that time. An increase in 

the number of investors could cause an increase in 

outstanding options even if position limits remain 

unchanged. 

51See Securities Exchange Act Release No. 39489 

(December 24, 1997), 63 FR 276 (January 5, 1998) 

(SR–CBOE–1997–11). 

52 Id. 

53See, e.g., GBTC Form S–1 Registration 

Statement, at p. 17, https://www.sec.gov/Archives/ 

edgar/data/1588489/000119312517013693/ 

d157414ds1.htm; BTC Form S–1 Registration 

Statement, at p. 21, https://www.sec.gov/Archives/ 

edgar/data/2015034/000119312524065444/ 

d785023ds1.htm; and BITB Amendment No 2. to S– 

1, at p. 47, https://www.sec.gov/Archives/edgar/ 

data/1763415/000199937123000735/bitwise-s1a_

120423.htm (‘‘Bitcoin Funds Reg. Stmts.’’). 

54See Bitcoin ETP Approval Order. 

55See Securities Exchange Act Release No. 39489 

(December 24, 1997), 63 FR 276 (January 5, 1998) 

(SR–CBOE–1997–11). 

56See Exchange Rule 100. 

57The surveillance program includes real-time 

patterns for price and volume movements and posttrade surveillance patterns (e.g., spoofing, marking 

the close, pinging, phishing). 

shall not constitute a position limit 

violation. Considering CME’s position 

limits on futures for Bitcoin, the 

Exchange believes that that the 

proposed same side position limits are 

more than appropriate for the Bitcoin 

Fund options. 

The Exchange believes the available 

supply of Bitcoin is not relevant to the 

determination of position and exercise 

limits for options overlying the Bitcoin 

Funds.49 Position and exercise limits are 

not a tool that should be used to address 

a potential limited supply of the 

underlying of an underlying. Position 

and exercise limits do not limit the total 

number of options that may be held, but 

rather they limit the number of 

positions a single customer may hold or 

exercise at one time.50 ‘‘Since the 

inception of standardized options 

trading, the options exchanges have had 

rules imposing limits on the aggregate 

number of options contracts that a 

member or customer could hold or 

exercise.’’ 51 Position and exercise limit 

rules are intended ‘‘to prevent the 

establishment of options positions that 

can be used or might create incentives 

to manipulate or disrupt the underlying 

market so as to benefit the options 

position. In particular, position and 

exercise limits are designed to minimize 

the potential for mini-manipulations 

and for corners or squeezes of the 

underlying market. In addition, such 

limits serve to reduce the possibility for 

disruption of the options market itself, 

especially in illiquid options classes.’’ 52

The Exchange notes that a 

Registration Statement on Form S–1 was 

filed with the Commission for each 

Bitcoin Fund, each of which described 

the supply of Bitcoin as being limited to 

21,000,000 (of which approximately 

90% had already been mined), and that 

the limit would be reached around the 

year 2140.53 Each Registration 

Statement permits an unlimited number 

of shares of the applicable Bitcoin Fund 

to be created. Further, the Commission 

approved proposed rule changes that 

permitted the listing and trading of 

shares of each Bitcoin Fund, which 

approval did not comment on the 

sufficient supply of Bitcoin or address 

whether there was a risk that permitting 

an unlimited number of shares for a 

Bitcoin Fund would impact the supply 

of Bitcoin.54 Therefore, the Exchange 

believes the Commission had ample 

time and opportunity to consider 

whether the supply of Bitcoin was 

sufficient to permit the creation of 

unlimited Bitcoin Fund shares, and 

does not believe considering this supply 

with respect to the establishment of 

position and exercise limits is 

appropriate given its lack of relevance to 

the purpose of position and exercise 

limits. However, given the significant 

size of the Bitcoin supply, the proposed 

positions limits are more than sufficient 

to protect investors and the market. 

Based on the foregoing, the Exchange 

believes the proposal to list options on 

the Bitcoin Funds with positions and 

exercise limits of 25,000 on the same 

side, the lowest position limit available 

in the options industry, is conservative 

and appropriate given the market 

capitalization, average daily volume, 

and high number of outstanding shares 

for each of the Bitcoin Funds. The 

proposed position and exercise limits 

reasonably and appropriately balance 

the liquidity provisioning in the market 

against the prevention of manipulation. 

The Exchange believes these proposed 

limits are effectively designed to 

prevent an individual customer or entity 

from establishing options positions that 

could be used to manipulate the market 

of the underlying Bitcoin Funds as well 

as the Bitcoin market.55

As described herein, options on the 

Bitcoin Funds will trade in the same 

manner as any other ETF or ETP options 

on the Exchange. The Exchange Rules 

that currently apply to the listing and 

trading of options on the Exchange, 

including, for example, Rules that 

govern listing criteria, expiration and 

exercise prices, minimum increments, 

margin requirements, customer accounts 

and trading halt procedures will apply 

to the listing and trading of Bitcoin 

Funds on the Exchange in the same 

manner as they apply to all other ETFs 

and ETPs that are listed and traded on 

the Exchange, including the precious 

metal-backed commodity ETPs already 

deemed appropriate for options trading 

on the Exchange pursuant to Exchange 

Rule 404. Further, as described above, 

Exchange Rules regarding position and 

exercise limits will likewise apply to 

options on the Bitcoin Funds except 

that, as proposed, the position and 

exercise limits will be set at 25,000 on 

the same side. 

* * * * * 

The Exchange notes that options on 

Bitcoin Funds would not be available 

for trading until The Options Clearing 

Corporation (‘‘OCC’’) represents to the 

Exchange that it is fully able to clear 

and settle such options. The Exchange 

has also analyzed its capacity and 

represents that it and The Options Price 

Reporting Authority (‘‘OPRA’’) have the 

necessary systems capacity to handle 

the additional traffic associated with the 

listing of options on Bitcoin Funds. The 

Exchange believes any additional traffic 

that would be generated from the 

trading of options on Bitcoin Funds 

would be manageable. The Exchange 

represents that Exchange Members 56

will not have a capacity issue as a result 

of this proposed rule change. 

The Exchange represents that the 

same surveillance procedures 57

applicable to all other options currently 

listed and traded on the Exchange will 

apply to options on Bitcoin Funds, and 

that it has the necessary systems 

capacity to support the new option 

series. The Exchange’s existing 

surveillance and reporting safeguards 

are designed to deter and detect possible 

manipulative behavior which might 

arise from listing and trading options on 

ETFs and ETPs, such as (existing) 


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58Section 19(g)(1) of the Act, among other things, 

requires every SRO registered as a national 

securities exchange or national securities 

association to comply with the Act, the rules and 

regulations thereunder, and the SRO’s own rules, 

and, absent reasonable justification or excuse, 

enforce compliance by its members and persons 

associated with its members. See 15 U.S.C. 

78q(d)(1) and 17 CFR 240.17d–2. Section 17(d)(1) 

of the Act allows the Commission to relieve an SRO 

of certain responsibilities with respect to members 

of the SRO who are also members of another SRO. 

Specifically, Section 17(d)(1) allows the 

Commission to relieve an SRO of its responsibilities 

to: (i) receive regulatory reports from such 

members; (ii) examine such members for 

compliance with the Act and the rules and 

regulations thereunder, and the rules of the SRO; 

or (iii) carry out other specified regulatory 

responsibilities with respect to such members. 

59See Securities Exchange Act Release No. 99306 

(January 10, 2024), 89 FR 3008, 3009 (January 17, 

2024) (File Nos. SR–NYSEArca–2021–90; SR– 

NYSEArca–2023–44; SR–NYSEArca–2023–58; SR– 

NASDAQ2023–016; SR–NASDAQ–2023–019; SR– 

CboeBZX–2023–028; SR–CboeBZX–2023–038; SR– 

CboeBZX2023–040; SR–CboeBZX–2023–042; SR– 

CboeBZX–2023–044; and SR–CboeBZX–2023–072) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, to List and Trade Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units). 

60See Bitcoin ETP Order, 89 FR at 3010–11. 

61See Amendment No. 2 to Proposed Rule 

Change to List and Trade Shares of the Grayscale 

Bitcoin Trust (BTC) under NYSE Arca Rule 8.201– 

E (Commodity-Based Trust Shares) (SR– 

NYSEARCA–2021–90), filed Jan. 5, 2024, available 

at https://www.sec.gov/comments/sr-nysearca2021-90/srnysearca202190-358659-884182.pdf; 

Amendment No. 2 to Proposed Rule Change to List 

and Trade Shares of the Bitwise Bitcoin ETF under 

NYSE Arca Rule 8.201–E (Commodity-Based Trust 

Shares) (SR–NYSEARCA–2023- 44), filed Jan. 5, 

2024, available at https://www.sec.gov/comments/ 

sr-nysearca-2023-44/srnysearca202344-358800- 

884322.pdf; and Notice of Filing of Proposed Rule 

Change, as Modified by Amendment No. 1, To List 

and Trade Shares of the Grayscale Bitcoin Mini 

Trust Under NYSE Arca Rule 8.201–E, CommodityBased Trust Shares, Securities Exchange Act 

Release No. 100290 (June 6, 2024), 89 FR 49931 

(June 12, 2024) (SR–NYSEARCA–2024–45). 

62The Exchange understands from customers that 

investors have historically transacted in options on 

ETFs in the OTC options market if such options 

were not available for trading in a listed 

environment. 

63See MIAX Rules 1307(b) and (e), which are 

incorporated by reference into the MIAX Sapphire 

Rulebook. 

64See MIAX Rule 1309, which is incorporated by 

reference into the MIAX Sapphire Rulebook. 

65 15 U.S.C. 78f(b). 

precious metal-commodity backed ETP 

options as well as the proposed options 

on Bitcoin Funds. The Exchange 

believes that its surveillance procedures 

are adequate to properly monitor the 

trading of options on Bitcoin Funds in 

all trading sessions and to deter and 

detect violations of Exchange rules. The 

Exchange’s staff will have access to the 

surveillance programs conducted by its 

affiliate exchanges, MIAX and MIAX 

Pearl, with respect to trading in the 

shares of the underlying trust for each 

Fund when conducting surveillances for 

market abuse or manipulation in the 

options on the Funds. Additionally, the 

Exchange is a member of the 

Intermarket Surveillance Group (‘‘ISG’’) 

under the Intermarket Surveillance 

Group Agreement. ISG members work 

together to coordinate surveillance and 

investigative information sharing in the 

stock, options, and futures markets. In 

addition to obtaining surveillance data 

from MIAX and MIAX Pearl, the 

Exchange will be able to obtain 

information regarding trading in the 

shares of the underlying Bitcoin Funds 

from NYSE American and other markets 

through ISG. In addition, the Exchange 

has a Regulatory Services Agreement 

with the Financial Industry Regulatory 

Authority (‘‘FINRA’’). Pursuant to a 

multi-party 17d–2 joint plan, all options 

exchanges allocate regulatory 

responsibilities to FINRA to conduct 

certain options-related market 

surveillances.58 Further, the Exchange 

will implement any new surveillance 

procedures it deems necessary to 

effectively monitor the trading of 

options on the Bitcoin Funds. 

The underlying shares of spot bitcoin 

ETPs, including the Bitcoin Funds, are 

also subject to safeguards related to 

addressing market abuse and 

manipulation. As the Commission 

stated in its order approving proposals 

of several exchanges to list and trade 

shares of spot bitcoin-based exchangetraded products (‘‘Bitcoin ETP Order’’): 

Each Exchange has a comprehensive 

surveillance-sharing agreement with the CME 

via their common membership in the 

Intermarket Surveillance Group. This 

facilitates the sharing of information that is 

available to the CME through its surveillance 

of its markets, including its surveillance of 

the CME bitcoin futures market.59

The Exchange states that, given the 

consistently high correlation between 

the CME bitcoin futures market and the 

spot bitcoin market, as confirmed by the 

Commission through robust correlation 

analysis, the Commission was able to 

conclude that such surveillance sharing 

agreements could reasonably be 

‘‘expected to assist in surveilling for 

fraudulent and manipulative acts and 

practices in the specific context of the 

[Bitcoin ETPs].’’ 60

In light of surveillance measures 

related to both options and futures as 

well as the underlying Bitcoin Funds,61

the Exchange believes that existing 

surveillance procedures are designed to 

deter and detect possible manipulative 

behavior which might potentially arise 

from listing and trading the proposed 

options on the Bitcoin Funds. 

Finally, quotation and last sale 

information for ETFs is available via the 

Consolidated Tape Association (‘‘CTA’’) 

high speed line. Quotation and last sale 

information for such securities is also 

available from the exchange on which 

such securities are listed. Quotation and 

last sale information for options on 

Bitcoin Funds will be available via 

OPRA and major market data vendors. 

The Exchange believes that offering 

options on Bitcoin Funds will benefit 

investors by providing them with an 

additional, relatively lower cost 

investing tool to gain exposure to the 

price of Bitcoin and hedging vehicle to 

meet their investment needs in 

connection with Bitcoin-related 

products and positions. The Exchange 

expects investors will transact in 

options on Bitcoin Funds in the 

unregulated over-the-counter (‘‘OTC’’) 

options market,62 but may prefer to 

trade such options in a listed 

environment to receive the benefits of 

trading listed options, including (1) 

enhanced efficiency in initiating and 

closing out position; (2) increased 

market transparency; and (3) heightened 

contra-party creditworthiness due to the 

role of OCC as issuer and guarantor of 

all listed options. The Exchange 

believes that listing Bitcoin Fund 

options may cause investors to bring 

this liquidity to the Exchange, would 

increase market transparency and 

enhance the process of price discovery 

conducted on the Exchange through 

increased order flow. The Exchange 

notes that the ETPs that hold precious 

metal commodities on which the 

Exchange may already list and trade 

options are trusts structured in 

substantially the same manner as 

Bitcoin Funds and essentially offer the 

same objectives and benefits to 

investors, just with respect to different 

assets. The Exchange notes that it has 

not identified any issues with the 

continued listing and trading of options 

on any ETFs or ETPs that hold 

commodities (i.e., precious metals) that 

it currently lists and trades on the 

Exchange. 

Finally, the Exchange notes that 

applicable Exchange rules will require 

that customers receive appropriate 

disclosure before trading options in 

Bitcoin Funds.63 Further, brokers 

opening accounts and recommending 

options transactions must comply with 

relevant customer suitability 

standards.64

2. Statutory Basis 

The Exchange believes that its 

proposed rule change is consistent with 

Section 6(b) of the Act 65 in general and 

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


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66 15 U.S.C. 78f(b)(5). 

67See Exchange Rule 402(i)(4). 

68See supra note 5. 

69The Exchange notes that IBIT—which has been 

approved for options trading—represents a larger 

percentage of the bitcoin market than all three 

Bitcoin Funds. See ISE IBIT Approval Order, supra 

note 6. As noted herein, the Bitcoin Funds 

collectively represent approximately 1.51% of the 

bitcoin market. By comparison, IBIT options have 

an approved position limit of 25,000 contracts per 

side, which represents 4% of total underlying spot 

BTC liquidity, and IBIT is the most liquid spot 

Bitcoin ETF. See id. 

70See Securities Exchange Act Release No. 99306 

(January 10, 2024), 89 FR 3008, 3009 (January 17, 

2024) (File Nos. SR–NYSEArca–2021–90; SR– 

NYSEArca–2023–44; SR–NYSEArca–2023–58; SR– 

NASDAQ2023–016; SR–NASDAQ–2023–019; SR– 

CboeBZX–2023–028; SR–CboeBZX–2023–038; SR– 

CboeBZX2023–040; SR–CboeBZX–2023–042; SR– 

CboeBZX–2023–044; and SR–CboeBZX–2023–072) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, to List and Trade Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units). 

of the Act 66 in particular, in that it is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanisms of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

In particular, the Exchange believes 

that the proposal to list and trade 

options on Bitcoin Funds will remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, protect investors because 

offering options on Bitcoin Funds will 

provide investors with an opportunity 

to realize the benefits of utilizing 

options on a Bitcoin Fund, including 

cost efficiencies and increased hedging 

strategies. 

The Exchange believes that offering 

Bitcoin Fund options will benefit 

investors by providing them with a 

relatively lower-cost risk management 

tool, which will allow them to manage 

their positions and associated risk in 

their portfolios more easily in 

connection with exposure to the price of 

Bitcoin and with Bitcoin-related 

products and positions. Additionally, 

the Exchange’s offering of Bitcoin Fund 

options will provide investors with the 

ability to transact in such options in a 

listed market environment as opposed 

to in the unregulated OTC options 

market, which would increase market 

transparency and enhance the process of 

price discovery conducted on the 

Exchange through increased order flow 

to the benefit of all investors. The 

Exchange also notes that it already lists 

options on other commodity-based 

ETPs,67 which, as described above, are 

trusts structured in substantially the 

same manner as Bitcoin Funds and 

essentially offer the same objectives and 

benefits to investors, just with respect to 

a different commodity (i.e., Bitcoin 

rather than precious metals) and for 

which the Exchange has not identified 

any issues with the continued listing 

and trading of commodity-backed ETP 

options it currently lists for trading. 

The Exchange also believes the 

proposed rule change will remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, because 

it is consistent with current Exchange 

Rules previously filed with the 

Commission. Options on Bitcoin Funds 

satisfy the initial listing standards and 

continued listing standards currently in 

the Exchange Rules applicable to 

options on all ETFs and ETPs, including 

ETPs that hold other commodities 

already deemed appropriate for options 

trading on the Exchange. Additionally, 

as demonstrated above and in the NYSE 

American filing,68 each Bitcoin Fund is 

characterized by a substantial number of 

shares that are widely held and actively 

traded. Bitcoin Fund options will trade 

in the same manner as any other ETF or 

ETP options—the same Exchange Rules 

that currently govern the listing and 

trading of options, including 

permissible expirations, strike prices, 

minimum increments, and margin 

requirements, will govern the listing 

and trading of options on Bitcoin Funds 

in the same manner. 

The proposed position and exercise 

limit for options on the Bitcoin Funds 

is 25,000 contracts. These position and 

exercise limits are the lowest position 

and exercise limits available in the 

options industry, are extremely 

conservative and more than appropriate 

given the Bitcoin Funds’ market 

capitalization, average daily volume, 

number of beneficial holders, and high 

number of outstanding shares.69 The 

proposed position and exercise limits 

are consistent with the Act as they 

addresses concerns related to 

manipulation and protection of 

investors because the position and 

exercise limits are extremely 

conservative and more than appropriate 

given the Bitcoin Funds are actively 

traded. 

The Exchange represents that it has 

the necessary systems capacity to 

support the new Bitcoin Fund options. 

The Exchange believes that its existing 

surveillance and reporting safeguards 

are designed to deter and detect possible 

manipulative behavior which might 

arise from listing and trading options, 

including Bitcoin Fund options. The 

Exchange’s existing surveillance and 

reporting safeguards are designed to 

deter and detect possible manipulative 

behavior which might arise from listing 

and trading options on ETFs and ETPs, 

such as (existing) precious metalcommodity backed ETP options as well 

as the proposed options on Bitcoin 

Funds. The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of options 

on Bitcoin Funds in all trading sessions 

and to deter and detect violations of 

Exchange rules. Specifically, the 

Exchange’s market surveillance staff 

will have access to the surveillances 

conducted by its affiliates, MIAX and 

MIAX Pearl, with respect to the Bitcoin 

Funds and would review activity in the 

underlying Funds when conducting 

surveillances for market abuse or 

manipulation in the options on the 

Trust. Additionally, the Exchange is a 

member of the ISG under the 

Intermarket Surveillance Group 

Agreement. ISG members work together 

to coordinate surveillance and 

investigative information sharing in the 

stock, options, and futures markets. In 

addition, the Exchange has a Regulatory 

Services Agreement with the FINRA 

and, as noted herein, pursuant to a 

multi-party 17d–2 joint plan, all options 

exchanges allocate regulatory 

responsibilities to FINRA to conduct 

certain options-related market 

surveillances. Further, the Exchange 

will implement any new surveillance 

procedures it deems necessary to 

effectively monitor the trading of 

options on the Bitcoin Funds. 

The underlying shares of spot bitcoin 

ETPs, including the Bitcoin Funds, are 

also subject to safeguards related to 

addressing market abuse and 

manipulation. As the Commission 

stated in its order approving proposals 

of several exchanges to list and trade 

shares of spot bitcoin-based ETPs, 

‘‘[e]ach Exchange has a comprehensive 

surveillance-sharing agreement with the 

CME via their common membership in 

the Intermarket Surveillance Group. 

This facilitates the sharing of 

information that is available to the CME 

through its surveillance of its markets, 

including its surveillance of the CME 

bitcoin futures market.70 The Exchange 

states that, given the consistently high 

correlation between the CME bitcoin 

futures market and the spot bitcoin 

market, as confirmed by the 

Commission through robust correlation 

analysis, the Commission was able to 

conclude that such surveillance sharing 

agreements could reasonably be 

‘‘expected to assist in surveilling for 

fraudulent and manipulative acts and 

practices in the specific context of the 


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71See Bitcoin ETP Order, 89 FR at 3010–11. 

72See Amendment No. 2 to Proposed Rule 

Change to List and Trade Shares of the Grayscale 

Bitcoin Trust (BTC) under NYSE Arca Rule 8.201– 

E (Commodity-Based Trust Shares) (SR– 

NYSEARCA–2021–90), filed Jan. 5, 2024, available 

at https://www.sec.gov/comments/sr-nysearca2021-90/srnysearca202190-358659-884182.pdf; 

Amendment No. 2 to Proposed Rule Change to List 

and Trade Shares of the Bitwise Bitcoin ETF under 

NYSE Arca Rule 8.201–E (Commodity-Based Trust 

Shares) (SR–NYSEARCA–2023–44), filed Jan. 5, 

2024, available at https://www.sec.gov/comments/ 

sr-nysearca-2023-44/srnysearca202344-358800- 

884322.pdf; and Notice of Filing of Proposed Rule 

Change, as Modified by Amendment No. 1, To List 

and Trade Shares of the Grayscale Bitcoin Mini 

Trust Under NYSE Arca Rule 8.201–E, CommodityBased Trust Shares, Securities Exchange Act 

Release No. 100290 (June 6, 2024), 89 FR 49931 

(June 12, 2024) (SR–NYSEARCA–2024–45). 

73See MIAX Rules 1307(b) and (e). 

74See MIAX Rule 1309. 

75See Exchange Rule 402(i). 

76See supra note 5. 

77See ISE IBIT Approval Order, supra note 6. 

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

79 17 CFR 240.19b–4(f)(6). 

80 15 U.S.C. 78s(b)(3)(A)(iii). 

81CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Commission 

waives this requirement. 

82 17 CFR 240.19b–4(f)(6). 

83 17 CFR 240.19b–4(f)(6)(iii). 

84See Securities Exchange Act Release No. 

101386 (October 18, 2024), 89 FR 84960 (October 

24, 2024) (SR–NYSEAMER–2024–49) (Notice of 

Filing of Amendment No. 3 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 3, To Permit the 

Listing and Trading of Options on Bitcoin 

Exchange-Traded Funds). 

[Bitcoin ETPs].’’ 71 In light of 

surveillance measures related to both 

options and futures as well as the 

underlying Bitcoin Funds,72 the 

Exchange believes that existing 

surveillance procedures are designed to 

deter and detect possible manipulative 

behavior which might potentially arise 

from listing and trading the proposed 

options on the Bitcoin Funds. Further, 

the Exchange will implement any new 

surveillance procedures it deems 

necessary to effectively monitor the 

trading of options on Bitcoin ETPs. 

Finally, the Exchange notes that this 

proposal will remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system and, in general, protect investors 

because applicable Exchange rules will 

require that customers receive 

appropriate disclosure before trading 

options in Bitcoin Funds 73 and will 

require that brokers opening accounts 

and recommending options transactions 

comply with relevant customer 

suitability standards.74

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

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 

as Bitcoin Funds would need to satisfy 

the initial listing standards set forth in 

the Exchange Rules in the same manner 

as any other ETF before the Exchange 

could list options on them. 

Additionally, Bitcoin Fund options will 

be equally available to all market 

participants who wish to trade such 

options. The Exchange Rules currently 

applicable to the listing and trading of 

options on ETFs on the Exchange will 

apply in the same manner to the listing 

and trading of all options on Bitcoin 

Funds. Also, and as stated above, the 

Exchange already lists options on other 

commodity-based ETPs.75

Intermarket Competition: The 

Exchange does not believe that the 

proposal to list and trade options on 

Bitcoin Funds will impose any burden 

on intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. To the extent 

that the advent of Bitcoin Fund options 

trading on the Exchange may make the 

Exchange a more attractive marketplace 

to market participants at other 

exchanges, such market participants are 

free to elect to become market 

participants on the Exchange. As noted 

herein, this is a competitive filing as the 

Commission recently approved the 

listing and trading of options on the 

Bitcoin Funds,76 as well as another ETP 

that, like the Bitcoin Funds, holds 

bitcoin.77 Additionally, other options 

exchanges are free to amend their listing 

rules, as applicable, to permit them to 

list and trade options on Bitcoin Funds. 

The Exchange notes that listing and 

trading Bitcoin Fund options on the 

Exchange will subject such options to 

transparent exchange-based rules as 

well as price discovery and liquidity, as 

opposed to alternatively trading such 

options in the OTC market. The 

Exchange believes that the proposed 

rule change may relieve any burden on, 

or otherwise promote, competition as it 

is designed to increase competition for 

order flow on the Exchange in a manner 

that is beneficial to investors by 

providing them with a lower-cost option 

to hedge their investment portfolios. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily direct 

order flow to competing venues that 

offer similar products. Ultimately, the 

Exchange believes that offering Bitcoin 

Fund options for trading on the 

Exchange will promote competition by 

providing investors with an additional, 

relatively low-cost means to hedge their 

portfolios and meet their investment 

needs in connection with Bitcoin prices 

and Bitcoin-related products and 

positions on a listed options exchange. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 78 and Rule 

19b–4(f)(6) thereunder.79 Because the 

foregoing proposed rule change does 

not: (i) significantly affect the protection 

of investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 80 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.81

A proposed rule change filed under 

Rule 19b–4(f)(6) 82 under the Act does 

not normally become operative prior to 

30 days after the date of the filing. 

However, pursuant to Rule 19b– 

4(f)(6)(iii),83 the Commission may 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay so that the proposal may become 

operative immediately upon filing. The 

Commission previously approved the 

listing of options on the Grayscale 

Bitcoin Trust, the Grayscale Bitcoin 

Mini Trust, and the Bitwise Bitcoin 

ETF.84 The Exchange has provided 

information regarding the underlying 

Bitcoin Funds, including, among other 

things, information regarding trading 

volume, the number of beneficial 

holders, and the market capitalization of 


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95338 Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 

85For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 86 17 CFR 200.30–3(a)(12), (59). 

1According to Commission records, one issuer 

filed two notifications on Form 1–E, together with 

offering circulars, during 2013 and 2014. According 

to Commission records, during 2015, 2016, and 

2017, one issuer filed seven notifications on Form 

1–E, together with offering circulars; no Form 1–E 

has been filed with the Commission since 2017. 

the Bitcoin Funds. The proposal also 

establishes position and exercise limits 

for options on the Bitcoin Funds and 

provides information regarding the 

surveillance procedures that will apply 

to Bitcoin Fund options. The 

Commission believes that waiver of the 

operative delay could benefit investors 

by providing an additional venue for 

trading Bitcoin Fund options. Therefore, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change as operative upon 

filing.85

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 

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– 

SAPPHIRE–2024–37 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–SAPPHIRE–2024–37. 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–SAPPHIRE–2024–37 and should be 

submitted on or before December 23, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.86

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–28115 Filed 11–29–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–221, OMB Control No. 

3235–0232] 

Submission for OMB Review; 

Comment Request; Extension: Form 

1–E, Regulation E 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

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

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Form 1–E (17 CFR 239.200) under the 

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

seq.) (‘‘Securities Act’’) is the form that 

a small business investment company 

(‘‘SBIC’’) or business development 

company (‘‘BDC’’) uses to notify the 

Commission that it is claiming an 

exemption under Regulation E from 

registering its securities under the 

Securities Act. Rule 605 of Regulation E 

(17 CFR 230.605) under the Securities 

Act requires an SBIC or BDC claiming 

such an exemption to file an offering 

circular with the Commission that must 

also be provided to persons to whom an 

offer is made. Form 1–E requires an 

issuer to provide the names and 

addresses of the issuer, its affiliates, 

directors, officers, and counsel; a 

description of events which would 

make the exemption unavailable; the 

jurisdictions in which the issuer intends 

to offer the securities; information about 

unregistered securities issued or sold by 

the issuer within one year before filing 

the notification on Form 1–E; 

information as to whether the issuer is 

presently offering or contemplating 

offering any other securities; and 

exhibits, including copies of the rule 

605 offering circular and any 

underwriting contracts. 

The Commission uses the information 

provided in the notification on Form 1– 

E and the offering circular to determine 

whether an offering qualifies for the 

exemption under Regulation E. The 

Commission estimates that, each year, 

one issuer files two notifications on 

Form 1–E, together with offering 

circulars, with the Commission.1 Based 

on the Commission’s experience with 

disclosure documents, we estimate that 

the burden from compliance with Form 

1–E and the offering circular requires 

approximately 100 hours per filing. The 

annual burden hours for compliance 

with Form 1–E and the offering circular 

would be 200 hours (2 responses × 100 

hours per response). Estimates of the 

burden hours are made solely for the 

purposes of the PRA, and are not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of SEC rules and forms. 

Compliance with the information 

collection requirements of the rules is 

necessary to obtain the benefit of relying 

on the rules. The information provided 

on Form 1–E and in the offering circular 

will not be kept confidential. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it 


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