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[Federal Register Volume 90, Number 18 (Wednesday, January 29, 2025)]
[Notices]
[Page 8419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01851]

[[Page 8419]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102270; File No. SR-SAPPHIRE-2025-02]

Self-Regulatory Organizations; MIAX Sapphire, LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the By-Laws

January 23, 2025.
    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 January 10, 2025, MIAX Sapphire, LLC (``MIAX Sapphire'' or the 
``Company'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Item I below, 
which Item has been substantially prepared by MIAX Sapphire. MIAX 
Sapphire has designated this proposal for immediate effectiveness 
pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f) 
thereunder.\4\ The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f). 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Company proposes to amend the By-Laws to: (1) eliminate the 
requirement to maintain a Compensation Committee of the Board of 
Directors (``Board'') \5\ of MIAX Sapphire; (2) update the process by 
which the Regulatory Oversight Committee (``ROC'') determines the 
compensation of the Chief Regulatory Officer (``CRO''); (3) update the 
process by which the ROC determines personnel actions involving the CRO 
and senior regulatory personnel; (4) amend the requirement to maintain 
a Quality of Markets Committee of the Board so that the 
responsibilities of that committee pertain solely to the Trading Floor 
\6\ operations of MIAX Sapphire; \7\ (5) update the process by which 
the compensation of all officers, employees and agents of MIAX Sapphire 
is determined, with an exception for the compensation of the CRO; and 
(6) make a non-substantive clarifying change to delete the definition 
of ``Effective Date'' (collectively, the ``By-Law Amendments'').
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    \5\ The terms ``Board'' or ``Board of Directors'' means the 
Board of Directors of the Company. See By-Laws, Article I, 
Definitions, subparagraph (c).
    \6\ The term ``Trading Floor'' or ``Floor'' means the physical 
trading floor of the Exchange located in Miami, Florida. The Trading 
Floor shall consist of one ``Crowd Area'' or ``Pit'' where Floor 
Participants will be located and option contracts will be traded. 
The Crowd Area or Pit shall be marked with specific visible 
boundaries on the Trading Floor, as determined by the Exchange. A 
Floor Broker must represent all orders in an ``open outcry'' fashion 
in the Crowd Area. See MIAX Sapphire Rule 100. The term ``Exchange'' 
means the national securities exchange operated by the Company. See 
By-Laws, Article I, Definitions, subparagraph (l).
    \7\ The Company launched its electronic trading platform on 
August 12, 2024. See Press Release, Miami International Holdings 
Announces Successful Launch of MIAX Sapphire Options Exchange (dated 
August 13, 2024), available at https://www.miaxglobal.com/sites/default/files/alert-files/MIAX_Press_Release_08132024.pdf (last 
visited December 17, 2024). The Company expects to launch the MIAX 
Sapphire Trading Floor in Miami, Florida in June 2025. See Alert, 
MIAX Sapphire Options Exchange-Trading Floor Update: Notification of 
Important Dates and Access to Resources (dated December 6, 2024), 
available at https://www.miaxglobal.com/alert/2024/12/06/miax-sapphire-options-exchange-trading-floor-update-notification-important (last visited December 17, 2024).
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    The By-Laws of the Company may be amended by written consent of the 
LLC Member \8\ or at any regular or special meeting of the Board of 
MIAX Sapphire by a resolution adopted by the Board.\9\
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    \8\ The term ``LLC Member'' means any person who maintains a 
direct ownership interest in the Company. The sole LLC Member of the 
Company is Miami International Holdings, Inc. See By-Laws, Article 
I, Definitions, subparagraph (v).
    \9\ See By-Laws, Article VIII, Section 8.1.
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    The proposed rule change, including MIAX Sapphire's statement of 
the purpose of, and statutory basis for, the proposed rule change, is 
available on MIAX Sapphire's website at https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings and on the 
Commission's website at https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02.

II. 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.\10\ Comments may be submitted 
electronically by using the Commission's internet comment form (https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02) or by 
sending an email to [email protected]. Please include file number 
SR-SAPPHIRE-2025-02 on the subject line. Alternatively, paper comments 
may be sent to Secretary, Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. All submissions should refer to 
file number SR-SAPPHIRE-2025-02. 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-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02). 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-2025-02 and 
should be submitted on or before February 19, 2025.
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    \10\ 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 MIAX 
Sapphire.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-01851 Filed 1-28-25; 8:45 am]
BILLING CODE 8011-01-P
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