Federal Register / Vol. 89, No. 248 / Friday, December 27, 2024 / Notices 105665 

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

2 17 CFR 240.19b–4. 

3The Exchange initially adopted this fee waiver 

on December 2, 2024 (SR-CboeBZX–2024–123). On 

December 16, 2024, the Exchange withdrew that 

filing and submitted this filing. 

4For clarity, the Exchange also proposes to 

modify the applicable sections of its Fee Schedule 

for these data feeds to use numbered footnotes in 

lieu of asterisks. 

5See Exchange Rule 11.22(m) 

Regulation Blackout Trade Restriction 

(‘‘Regulation BTR’’) (17 CFR 245.100— 

245.104) clarifies the scope and 

application of Section 306(a) of the 

Sarbanes-Oxley Act of 2002 (‘‘Act’’) (15 

U.S.C. 7244(a)). Section 306(a)(6) [15 

U.S.C.7244(a)(6)] of the Act requires an 

issuer to provide timely notice to its 

directors and executive officers and to 

the Commission of the imposition of a 

blackout period that would trigger the 

statutory trading prohibition of section 

306(a)(1) [15 U.S.C. 7244(a)(1)]. Section 

306(a) of the Act prohibits any director 

or executive officer of an issuer of any 

equity security, directly or indirectly, 

from purchasing, selling or otherwise 

acquiring or transferring any equity 

security of that issuer during any 

blackout period with respect to such 

equity security if the director or 

executive officer acquired the equity 

security in connection with his or her 

service or employment. Approximately 

1,230 issuers file Regulation BTR 

notices approximately 5 times a year for 

a total of 6,150 responses. We estimate 

that it takes approximately 2 hours to 

prepare the blackout notice for a total 

annual burden of 2,460 hours. The 

issuer prepares 75% of the 2,460 annual 

burden hours for a total reporting 

burden of (1,230 issuers × 2 hours per 

issuer × 0.75) 1,845 hours. In addition, 

we estimate that an issuer distributes a 

notice to five directors and executive 

officers at an estimated 5 minutes per 

notice (1,230 blackout period × 5 notices 

× 5 minutes) for a total reporting burden 

of 512 hours. The combined annual 

reporting burden is (1,845 hours + 512 

hours) 2,357 hours. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Public Comment Instructions: The 

public may view and comment on this 

information collection request at: 

https://www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202412-3235-022 

or send an email comment to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov within 30 days of the day 

after publication of this notice by 

January 27, 2025. 

Dated: December 19, 2024. 

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–30768 Filed 12–26–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101990; File No. SR– 

CboeBZX–2024–125] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Update Its 

Fee Schedule Regarding Uncontrolled 

External Distributors 

December 19, 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 December 

16, 2024, Cboe BZX Exchange, Inc. (the 

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

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) proposes to 

update its Fee Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/BZX/), 

at the Exchange’s Office of the 

Secretary, 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 proposes to amend the 

Market Data section of its Fee Schedule 

to adopt a new fee waiver for 

Uncontrolled External Distributors.3

Particularly, the Exchange proposes to: 

(i) adopt a waiver of External 

Distribution fees for Uncontrolled 

External Distributors of the Summary 

Depth Feed and Top Feed, and (ii) adopt 

fee waiver of External Distribution fees 

and Data Consolidation fees for 

Uncontrolled External Distributors of 

the Cboe One Summary Feed and Cboe 

One Premium Feed.4

BZX Top and Summary Depth Data 

By way of background, the Exchange 

offers the BZX Top Data Feed, which is 

a data feed that offers top-of-book 

quotations and last sale information 

based on orders entered into the 

Exchange’s System. The BZX Top Data 

Feed benefits investors by facilitating 

their prompt access to real-time top-ofbook information contained in BZX Top 

Data. The Exchange’s affiliated equities 

exchanges (i.e., Cboe EDGA, Inc. 

(‘‘EDGA’’), Cboe BYX Exchange, Inc. 

(‘‘BYX’’), and Cboe EDGX Exchange, 

Inc. (‘‘EDGX’’) (collectively, ‘‘Affiliates’’ 

and together with the Exchange, ‘‘Cboe 

Equities Exchanges’’) also offer similar 

top-of-book data feeds. Particularly, 

each of the Exchange’s Affiliates offer 

top-of-book quotation and last sale 

information based on their own 

quotation and trading activity that is 

substantially similar to the information 

provided by the Exchange through the 

BZX Top Data Feed. 

In addition to BZX Top Data Feed, the 

Exchange offers BZX Summary Depth 

Data Feed, which is a data feed that 

offers aggregated two-sided quotations 

for all displayed orders entered into the 

System for up to five (5) price levels. 

The BZX Summary Depth Data Feed 

also contains the individual last sale 

information, Market Status, Trading 

Status, and Trade Break messages.5 The 

BZX Summary Depth Data Feed benefits 

investors by facilitating their prompt 

access to real-time market depth 

information contained in BZX Summary 


khammond on DSK9W7S144PROD with NOTICES
105666 Federal Register / Vol. 89, No. 248 / Friday, December 27, 2024 / Notices 

6External Distribution Fees for both BZX Top and 

Summary Depth are subject to the New External 

Distributor Credit and eligible for a free trial. See 

BZX Equities Exchange Fees Schedule, Market Data 

Fees. 

7The Exchange defines a ‘‘User’’ of an Exchange 

Market Data Product as a natural person, a 

proprietorship, corporation, partnership or entity, 

or device (computer or other automated service), 

that is entitled to receive Exchange data. See BZX 

Equities Exchange Fees Schedule, Market Data Fees. 

8The proposed waivers of the External 

Distribution fees for each of BZX Top and BZX 

Summary Depth will be applied separately. For 

example, when an Uncontrolled External 

Distributor that is receiving a fee waiver for both 

BZX Top and BZX Summary Depth enlists a first 

User for BZX Top, the Uncontrolled External 

Distributor will no longer eligible to receive the 

waiver for BZX Top, but will still receive the waiver 

for BZX Summary Depth until and unless it enlists 

a new subscriber for BZX Summary Depth. 

Additionally Uncontrolled External Distributors 

will receive at least the one month New External 

Distributor Credit for BZX Top and the New 

External Distributor credit of at least three months 

for BZX Summary Depth. For example, if an 

Uncontrolled Distributor enlists a new subscriber of 

BZX Summary Depth during its second month 

taking BZX Summary Depth, the Uncontrolled 

External Distributor will still receive a credit for the 

remainder of the second month, as well as the third 

month under the existing New External Distributor 

Credit program. 

9See Cboe Global Markets North American Data 

Policies. The Exchange proposes to codify the 

definition of an ‘‘Uncontrolled External Distributor’’ 

in the Definitions section of the Market Data Fees 

schedule in the Exchange’s Fees Schedule for 

transparency and clarity. 

10The Exchange notes that its affiliate exchange, 

EDGA, has a similar 18 moth requirement for 

participants to be considered eligible for the New 

Member Program. See EDGA Equities Exchange 

Fees Schedule, New Member Program. 

11With the exception that EDGA does not offer 

this credit as the monthly cost is $0. See e.g., EDGA 

Equities Exchange Fees Schedule, Market Data Fees 

and EDGX Equities Exchange Fees Schedule, 

Market Data Fees. 

12See e.g., EDGX Equities Exchange Fees 

Schedule, Market Data Fees. 

13The Cboe Aggregated Market (‘‘Cboe One’’) 

Feed is a data feed that contains the aggregate best 

bid and offer of all displayed orders for securities 

traded on the Exchange and its affiliated exchanges 

(i.e., EDGX, EDGA, and BZX). See Exchange Rule 

11.22(j). The Cboe One Feed contains optional 

functionality which enables recipients to receive 

aggregated two-sided quotations from the Cboe 

Equities Exchanges for up to five (5) price levels 

(‘‘Cboe One Premium Feed’’). The Cboe One 

Premium external distribution fee is equal to the 

aggregate EDGX Summary Depth, BYX Summary 

Depth, EDGA Summary Depth, and BZX Summary 

Depth external distribution fees. 

14The Exchange notes that when it first adopted 

the New External Distributor Credit for Cboe One 

Summary, it similarly applied for a new External 

Distributor’s first three (3) months. See Securities 

Exchange Act Release No. 74285 (February 18, 

2015), 80 FR 9828 (February 24, 2015) (SR–BATS– 

2015–11). 

15See BZX Fee Schedule. 

16External Distribution Fees for both Cboe One 

Summary and Cboe One Premium are subject to the 

New External Distribution Credit and eligible for a 

free trial. See BZX Equities Exchange Fees 

Schedule. 

17The proposed waivers of the External 

Distribution fees for each of Cboe One Summary 

and Cboe One Premium will be applied separately. 

Depth Data. The Exchange’s Affiliates 

also offer similar depth-of-book data 

feeds. Particularly, each of the 

Exchange’s Affiliates offer depth-ofbook quotations up to five (5) price 

levels based on their own quotation and 

trading activity that is substantially 

similar to the information provided by 

the Exchange through the BZX 

Summary Depth. 

The Exchange proposes to make the 

following fee changes relating to both 

BZX Top and BZX Summary Depth. 

BZX Top Data Feed and BZX Summary 

Depth Data Feed New Uncontrolled 

External Distributor External 

Distribution Fee Waiver 

Currently, the Exchange assesses all 

External Distributors of BZX Top Data 

Feed an External Distribution fee of 

$2,500 per month and External 

Distributors of BZX Summary Depth 

Data Feed an External Distribution fee of 

$5,000 per month.6 The Exchange 

proposes to adopt a fee waiver which 

will provide that new Uncontrolled 

External Distributors of the BZX Top 

and/or Summary Depth feeds will not 

be charged the External Distributor fees 

until such time they enlist one or more 

Users 7 to receive the BZX Top Feed or 

Summary Depth Feed (the ‘‘New 

Uncontrolled External Distributor BZX 

Top and Depth Fee Waiver’’).8

‘‘Uncontrolled External Distributors’’ 

distribute data externally to a User that 

is not an affiliate of the Uncontrolled 

Distributor and is unable to control the 

entitlements of and display of 

information to such User (i.e., a data 

feed subscriber).9 To be eligible for the 

New Uncontrolled External Distributor 

BZX Top and Depth Fee Waiver, a new 

Uncontrolled External Distributor must 

not have received the data feed(s) for 

which it seeks a waiver (BZX Top and/ 

or Depth) within the last 18 months.10

As discussed further below, the 

Exchange seeks to adopt the proposed 

New Uncontrolled External Distributor 

BZX Top and Depth Fee Waiver to 

incentivize vendors to adopt the BZX 

Top and Summary Depth feeds 

proactively without having to wait for 

customer demand to start development 

and integration of data feeds. The 

Exchange notes that both the Exchange 

and its Affiliates currently offer similar 

credits to External Distributors (which 

both Uncontrolled and Controlled 

External Distributors are eligible for) for 

the purposes of allowing them time to 

enlist new users to receive certain data 

feeds. For example, the Exchange and 

its Affiliates currently offer a one (1) 

month New External Distributor Credit 

applicable to External Distributors of 

top-of-book data feeds.11 They also offer 

a three (3) month new External Credit 

applicable to External Distributors of 

summary depth-of-book feeds.12

Cboe One Summary and Premium 

By way of background, Cboe One 

Premium is a data feed that 

disseminates, on a real-time basis, the 

aggregate best bid and offer (‘‘BBO’’) of 

all displayed orders for securities traded 

on BZX and its Affiliates and contains 

optional functionality which enables 

recipients to receive aggregated twosided quotations from BZX and its 

Affiliates for up to five (5) price levels.13

The Cboe One Premium Data Feed is 

created using the data from the 

Exchange and its Affiliates’ Summary 

Depth data feeds. In contract, Cboe One 

Summary is a data feed that 

disseminates, on a real-time basis, the 

aggregate BBO of all displayed orders 

for securities traded on BZX and its 

affiliated equities exchanges and also 

contains individual last sale information 

for the BZX and its affiliated equities 

exchanges.14 The Cboe One Summary 

Data Feed is created using the data from 

the Exchange and its Affiliates’ Top data 

feeds. Currently, the Exchange offers the 

New External Distributor Credit which 

provide that new External Distributors 

of the Cboe One Premium Feed and 

Cboe One Summary Feed will not be 

charged an External Distributor Fee for 

their first three (3) months and one (1) 

month, respectively, in order to allow 

them to enlist new Users to receive the 

respective feed.15 The Exchange 

proposes to make the following fee 

change relating to both the Cboe One 

Summary Data Feed and the Cboe One 

Premium Data Feed. 

Cboe One Summary and Premium New 

Uncontrolled External Distributor 

External Distribution and Data 

Consolidation Fee Waivers 

Currently, the Exchange assesses all 

External Distributors of Cboe One 

Summary an External Distribution fee of 

$5,000 per month and External 

Distributors of Cboe One Premium an 

External Distribution fee of $12,500 per 

month.16 The Exchange proposes to 

adopt fee waivers which will provide 

that new Uncontrolled External 

Distributors of the Cboe One Summary 

and Cboe One Premium feeds will not 

be charged either the (i) External 

Distribution fees nor (ii) Data 

Consolidation fee until such time they 

enlist one or more Users to receive the 

Cboe One Summary or Cboe One 

Premium Feeds (the ‘‘New Uncontrolled 

External Distributor Cboe One Summary 

and Cboe One Premium Fee Waiver’’).17


khammond on DSK9W7S144PROD with NOTICES
Federal Register / Vol. 89, No. 248 / Friday, December 27, 2024 / Notices 105667 

For example, when an Uncontrolled External 

Distributor that is receiving a fee waiver for both 

Cboe One Summary and Cboe One Premium enlists 

a first User for Cboe One Summary, the 

Uncontrolled External Distributor will no longer 

eligible to receive the waiver for Cboe One 

Summary, but will still receive the waiver for Cboe 

One Premium until and unless it enlists a new 

subscriber for Cboe One Premium. Additionally 

Uncontrolled External Distributors will receive at 

least the one month New External Distributor Credit 

for Cboe One Summary and the New External 

Distributor credit of at least three months for Cboe 

One Premium. For example, if an Uncontrolled 

Distributor enlists a new subscriber of Cboe One 

Premium during its second month taking Cboe One 

Premium, the Uncontrolled External Distributor 

will still receive a credit for the remainder of the 

second month, as well as the third month under the 

existing New External Distributor Credit program. 

18See supra note 8. 

19See Cboe BZX Fee Schedule. If a vendor 

distributes the Cboe One Options Feed to another 

firm, who then re-distributes the Cboe One Options 

Feed, both entities would be subject to the Data 

Consolidation Fee. A vendor will only be assessed 

a single Data Consolidated Fee, even if it distributes 

Cboe One Options Feed to more than one entity. 

20 15 U.S.C. 78f(b). 

21 15 U.S.C. 78f(b)(5). 

22 15 U.S.C. 78f(b)(8). 

23 15 U.S.C. 78k–1. 

24Controlled Distributors may be Internal or 

External Distributors. See supra note 7. ‘‘Controlled 

External Distributors’’ provide data to an 

unaffiliated User (i.e., externally distribute) and 

unlike Uncontrolled External Distributors, they 

control the entitlement of and display of info to 

such User. 

25 Id. 

To be eligible for either fee waiver for 

the applicable feed(s) (Cboe One 

Summary and/or Cboe One Premium), 

the new Uncontrolled Data Distributor 

must not have received the applicable 

data feed(s) for which it seeks a waiver 

in the last 18 months.18 For clarity, 

similar to the New Uncontrolled 

External Distributor BZX Top and Depth 

Fee Waiver, while the Uncontrolled 

External Distributor receives the New 

Uncontrolled External Distributor Cboe 

One Summary and Cboe One Premium 

Fee Waiver, the Uncontrolled External 

Distributor will not have any customers 

receiving this data. As described herein, 

once the New Uncontrolled External 

Distributor enlists its first User, it is no 

longer eligible to receive the New 

Uncontrolled External Distributor Cboe 

One Summary and Cboe One Premium 

Fee Waiver. 

To start, the Exchange’s proposal to 

waive the External Distributor fee for 

New Uncontrolled External Distributors 

until a User is enlisted, will prevent the 

combined cost of subscribing to BYX, 

EDGA, EDGX, and BZX Summary Depth 

feeds for new Uncontrolled External 

Distributors to be greater than those 

currently charged to subscribe to the 

Cboe One Premium feed. Similarly, the 

proposed External Distributor fee waiver 

for Cboe One Summary will prevent the 

combined cost of subscribing to BYX, 

EDGA, EDGX, and BZX Top feeds for 

new Uncontrolled External Distributors 

to be greater than those currently 

charged to subscribe to the Cboe One 

Summary feed. 

Next, the Exchange proposes to waive 

the Data Consolidation fee for New 

Uncontrolled External Distributors its 

first User enlists for the Cboe One feeds. 

The Exchange currently charges 

Distributors of the Cboe One Feeds a 

separate Data Consolidation Fee of 

$1,000 per month, which reflects the 

value of the aggregation and 

consolidation function the Exchange 

performs in creating the Cboe One 

Options Feed.19 As stated above, the 

Exchange creates the Cboe One feeds 

from data derived from the Cboe 

Equities Exchanges. Distributors 

(including vendors) could similarly 

create a competing product to the Cboe 

One feeds based on these individual 

data feeds offered by the Exchanges and 

could charge its clients a fee that it 

believes reflects the value of the 

aggregation and consolidation function. 

The Exchange proposes to adopt this 

fee waiver to similarly prevent new 

Uncontrolled External Distributors of 

the Cboe One Summary or Cboe One 

Premium feeds from being charged a 

Data Consolidation Fee until such time 

they enlist one or more Users to receive 

the Cboe One Premium or Cboe One 

Summary feeds. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.20 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 21 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) requirement that the 

rules of an exchange not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes this 

proposal is consistent with Section 

6(b)(8) of the Act, which requires that 

the rules of an exchange not impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act.22 In addition, 

the Exchange believes that the proposed 

rule change is consistent with Section 

11(A) of the Act as it supports (i) fair 

competition among brokers and dealers, 

among exchange markets, and between 

exchange markets and markets other 

than exchange markets, and (ii) the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities.23

First, the Exchange notes that BZX 

Top Feed, BZX Summary Depth Feed, 

Cboe One Summary Data Feed and Cboe 

One Premium Data Feed (together, the 

‘‘Applicable Feeds’’) are distributed and 

purchased on a voluntary basis, in that 

neither the Exchange nor market data 

distributors are required by any rule or 

regulation to make these data products 

available. Distributors (including 

vendors) and Users can therefore 

discontinue use at any time and for any 

reason, including due to an assessment 

of the reasonableness of fees charged. 

Further, the Exchange is not required to 

make any proprietary data products 

available or to offer any specific pricing 

alternatives to any customers. 

The Exchange proposes that the 

proposed waivers applicable to BZX 

Top & Depth and Cboe One Feeds 

(together, the ‘‘New Uncontrolled 

External Distributor Fee Waivers’’) only 

apply to Uncontrolled External 

Distributors for two reasons. The first is 

to account for Uncontrolled External 

Distributors needing to develop to the 

data feed itself. By way of background, 

the other category of External Data 

Distributors are Controlled 

Distributors.24 Controlled Distributors 

both (i) provides data to a User and (ii) 

controls the entitlements of and display 

of information to such User.25

Therefore, the key distinction between 

Uncontrolled Distributors and 

Controlled Distributors is that 

Uncontrolled Distributors distribute a 

data feed and Controlled Distributors 

enable visible data for one of its Users. 

The proposed fee waivers will allow 

Uncontrolled External Distributors the 

necessary time to develop to the data 

feed itself and program all of the 

different messages, fields and flags and 

not subject them to any fees until such 

time they are able to recoup their costs 

from end-users. Additionally, once the 

data feed is setup on the Uncontrolled 

External Distributors end, there are 


khammond on DSK9W7S144PROD with NOTICES
105668 Federal Register / Vol. 89, No. 248 / Friday, December 27, 2024 / Notices 

26The Exchange notes that its Affiliates will also 

be proposing to adopt these same credits with the 

exception of the EDGA Top Data Feed as the 

External Distribution monthly cost is $0 for that 

particular data feed. See EDGA Equities Fees 

Schedule, Market Data Fees. 

27As noted above, Distributors may still receive 

this credit for any of the applicable feeds of which 

there are no Users (i.e., the Uncontrolled Distributor 

may still receive this credit for Cboe One Summary 

if there is a User subscribed for BZX Top). 28See e.g., EDGX Equities Exchange Fees 

Schedule, Market Data Fees. 29The Exchange notes that in addition to the 

existing New External Distributor Credit offered by 

it and its affiliates, other exchanges have offered 

similar waivers for external redistribution. See BZX 

Equities Exchange Fees Schedule, Market Data Fees 

and Securities Exchange Act Release No. 90407 

(November 12, 2020), 85 FR 73570 (November 18, 

2020 (SR–NYSE–2020–91). 

typically long lead times for 

Uncontrolled External Distributors to 

onboard new downstream data feed 

customers. The lead times, or sales 

cycles, are vastly different for 

Uncontrolled versus Controlled 

Distributors, as Uncontrolled 

Distributors are attempting to locate 

Users who need to receive a real-time 

market data feed for downstream 

ingestion on their side (whether this be 

for trading, analysis, or application 

development). In contrast, Controlled 

Distributors are only entitling 

individual Users to view the data on a 

pre-existing Display application. For an 

Uncontrolled Distributor to both set up 

and find its first User as a data feed 

subscriber, it can easily take several 

months. As there is more uncertainty 

with the viability of both developing a 

data feed and finding Users for this data 

feed after the Uncontrolled External 

Distributor develops it, the Exchange 

believes it is therefore reasonable, 

equitable and not unfairly 

discriminatory for this discount to only 

apply to Uncontrolled External 

Distributors to encourage development 

of their data offerings. 

The Exchange has also taken into 

consideration its affiliated relationship 

with its Affiliates in its design of the 

proposed waivers 26 to ensure that 

vendors would be able to offer similar 

products to its Cboe One Summary and 

Cboe One Premium Feeds on the same 

terms as the Exchange from a cost 

perspective. While the Cboe Equities 

Exchanges are the exclusive distributors 

of the individual data feeds from which 

certain data elements may be taken to 

create the Cboe One feeds, they are not 

the exclusive distributors of the 

aggregated and consolidated 

information that comprises the Cboe 

One feeds. Any entity that receives, or 

elects to receive, the individual data 

feeds would be able to, if it so chooses, 

to create a data feed with the same 

information included in either of the 

Cboe One feeds and sell and distribute 

it to its clients so that it could be 

received by those clients as quickly as 

the Cboe One feeds would be received 

by those same clients. Such entities 

would also not be assessed any greater 

fees by the Exchange than the Exchange 

assess for the Cboe One feeds (i.e., those 

who elect to distribute and consolidate 

the individual data fees and those who 

elect to distribute the Cboe One feeds 

will all be eligible for the proposed fee 

waivers offered by the Exchange). 

New External Distributor Credit 

The Exchange believes it is reasonable 

to not charge Uncontrolled External 

Distributors of an Applicable Feed(s) 

until such time they enlist one or more 

Users to receive the applicable feed as 

such Distributors will not be subject to 

the External Distribution Fees for the 

applicable product(s) during this 

period.27 Additionally, the Exchange 

and its Affiliates offer a similar credit 

now that all External Distributors, 

including Controlled External 

Distributors, may receive.28 The 

proposed credit is intended to 

incentivize new Uncontrolled External 

Distributors to enlist Users to subscribe 

to the Applicable Feeds in an effort to 

broaden the products’ distribution to 

data feed Users. While this incentive is 

not available to Internal Distributors of 

these products, the Exchange believes it 

is appropriate as Internal Distributors 

have no Users outside of their own firm. 

Furthermore, External Distributors are 

subject to higher risks of launch as the 

data is provided outside their own firm. 

In contrast, Internal Distributors who 

only subscribe to a specific Exchange 

offered market data product when there 

is a need as they themselves are using 

the information, External Distributors 

do not use the data themselves, but as 

noted, take the risk of onboarding the 

data to sell as a service to downstream 

customers.29 For these reasons, the 

Exchange believes it is appropriate, 

equitable and not unfairly 

discriminatory to provide additional 

incentives to External Distributors so 

they have sufficient time to test the data 

within their own systems prior to going 

live externally. As discussed above, the 

Exchange also believes it is appropriate 

to limit this specific credit to 

Uncontrolled External Distributors 

given the longer development times 

associated with both the integration of 

the data feed and onboarding Users. 

Data Consolidation Fee 

The Exchange believes it is reasonable 

to not charge Uncontrolled External 

Distributors of Cboe One Summary and 

Cboe One Premium a Data 

Consolidation Fee until such time they 

enlist one or more Users to receive the 

applicable feed as such Distributors will 

not be subject to the Data Consolidation 

Fee for the applicable product(s) during 

this period. For the avoidance of doubt, 

once an Uncontrolled External 

Distributor enlists its first User, this 

waiver will no longer be applicable—at 

no time will an Uncontrolled External 

Distributor receive this waiver while it 

has customers receiving the applicable 

data feed. As previously discussed, the 

Exchange believes the proposed Data 

Consolidation Fee Waiver for 

Uncontrolled External Distributors is 

not designed to permit unfair 

discrimination against Controlled 

External Distributors because of the 

longer lead times in the development 

Uncontrolled External Distributors 

experience. Further, as previously 

discussed, the Exchange believes only 

applying this to a subset of External 

Distributors and not any Internal 

Distributors is equitable and not 

unfairly discriminatory given the 

additional risk External Distributors 

assume when building out a product for 

which they have no existing use cases. 

Therefore, the Exchange believes the 

proposed application of the Data 

Consolidation Fee Waiver is reasonable 

and would not permit unfair 

discrimination. 

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. 

The proposed rule changes are 

grounded in the Exchange’s efforts to 

compete more effectively and to assist 

in mitigating business costs (i.e., the 

costs associated with the development 

of data feeds and seeking Users to 

onboard for such data feeds) for 

Uncontrolled External Distributors. 

Further, as previously discussed, the 

Exchange believes the proposed Data 

Consolidation Fee Waiver for 

Uncontrolled External Distributors is 

not designed to permit unfair 

discrimination against Controlled 

External Distributors because of the 

longer lead times in the development 

Uncontrolled External Distributors 

experience. As a result, the Exchange 

believes this proposed rule change 

permits fair competition among national 

securities exchanges. Further, the 

Exchange believes that these changes 

will not cause any unnecessary or 

inappropriate burden on intermarket 


khammond on DSK9W7S144PROD with NOTICES
Federal Register / Vol. 89, No. 248 / Friday, December 27, 2024 / Notices 105669 

30 15 U.S.C. 78s(b)(3)(A). 

31 17 CFR 240.19b–4(f). 

32 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4A ‘‘FLEX Equity Option’’ is an option on a 

specified underlying equity security that is subject 

to the rules of Section 15. See Rule 900G(b)(10). 

5On January 11, 2024, GBTC began trading on 

NYSE Arca after the Commission approved rule 

changes to list and trade shares of ‘‘Bitcoin-Based 

Commodity-Based Trust Shares’’ pursuant to NYSE 

Arca Rule 8.201–E(c)(1) (Commodity-Based Trust 

Shares), including GBTC. See Securities Exchange 

Act Release No. 99306 (January 10, 2024) (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), 89 FR 3008 (January 

17, 2024) (SR–NYSEARCA–2021–90). 

6See Securities Exchange Act Release No. 101386 

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

(SR–NYSEAMER–2024–49) (Order approving the 

listing and trading of options on GBTC, among 

Continued 

competition, as the proposed incentive 

program applies uniformly to all 

Uncontrolled External Distributors. 

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) 

of the Act 30 and paragraph (f) of Rule 

19b–4 31 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CboeBZX–2024–125 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–CboeBZX–2024–125. 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–CboeBZX–2024–125 and should be 

submitted on or before January 17, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–30905 Filed 12–26–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102014; File No. SR– 

NYSEAMER–2024–78] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing of 

Proposed Change To Amend Certain 

Rules Related to Flexible Exchange 

Options 

December 20, 2024. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on December 

13, 2024, NYSE American LLC 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

certain rules related to Flexible 

Exchange (‘‘FLEX’’) Options to permit 

FLEX Options on the Grayscale Bitcoin 

Trust (BTC) (‘‘GBTC’’). The proposed 

rule change is available on the 

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

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

FLEX Options are customized equity 

or index contracts that allow investors 

to tailor contract terms for exchangelisted equity and index options.4

GBTC is an Exchange-Traded Fund 

(or ETF) that holds bitcoin and is listed 

on NYSE Arca, Inc., the Exchange’s 

affiliated equities exchange.5 Recently, 

the Commission approved options 

trading on GBTC and, on November 22, 

2024, the Exchange began trading GBTC 

options.6 The position and exercise 


khammond on DSK9W7S144PROD with NOTICES