Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices 33399 

27See id. 

28 15 U.S.C. 78s(b)(3)(A)(ii). 

29 17 CFR 240.19b–4(f)(2). 30 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

specifically, as of June 9, 2021, the 

Exchange has a total market share of 

6.73% of all equity options volume, for 

the month of June 2021.27 In such an 

environment, the Exchange must 

continually adjust its transaction and 

non-transaction fees to remain 

competitive with other exchanges and to 

attract order flow. The Exchange 

believes that the proposed rule change 

reflects this competitive environment 

because it will modify the Exchange’s 

rebates in a manner that encourages 

market participants to continue to 

provide and send order flow to the 

Exchange. To the extent this is 

achieved, all the Exchange’s market 

participants should benefit from the 

improved market quality. 

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 foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,28 and Rule 

19b–4(f)(2) 29 thereunder. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2021–26 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–MIAX–2021–26. 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 (http://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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MIAX–2021–26 and should 

be submitted on or before July 15, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13288 Filed 6–23–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92173; File No. SR–C2– 

2021–010] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating To Amend Its 

Fees Schedule 

June 14, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on June 1, 

2021, Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the 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 

Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend Open-Close Data fees. 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/ 

options/regulation/rule_filings/ctwo/), 

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. 


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33400 Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices 

3For example, subscribers to the intraday product 

will receive the first calculation of intraday data by 

approximately 9:42 a.m. ET, which represents data 

captured from 9:30 a.m. to 9:40 a.m. Subscribers 

will receive the next update at 9:52 a.m., 

representing the data previously provided together 

with data captured from 9:40 a.m. through 9:50 

a.m., and so forth. Each update will represent the 

aggregate data captured from the current 

‘‘snapshot’’ and all previous ‘‘snapshots.’’ 

4See Nasdaq ISE, Options 7 Pricing Schedule, 

Section 10A., Nasdaq ISE Open/Close Trade Profile 

Intraday. 

5See Cboe Options Fees Schedule, Livevol Fees, 

Open Close Data. 

6For example, if a TPH or non-TPH that has never 

made an ad-hoc request for a specified month of 

Intraday Open-Close historical data wishes to 

purchase Intraday Open-Close Data for the months 

of January, February and March 2021 during the 

month of June 2021, the historical files for those 

months would be provided free of charge. If a new 

user wishes to purchase Intraday Open-Close 

historical data for the months of January, February, 

March and April 2021 during the month of June 

2021, then the data for January, February and March 

2021 would be provided free of charge, and the new 

user would be charged $1,000 for the April 2021 

historical file. 

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 its 

Fees Schedule to (i) adopt an academic 

discount for its historical End-of-Day 

Open-Close and Intraday Open-Close 

data and (ii) offer a free trial during the 

months of June and July 2021 for an adhoc request of three (3) historical 

months of Intraday Open-Close 

historical data to all Trading Permit 

Holders (‘‘TPHs’’) and non-TPHs who 

have never before subscribed to the 

Intraday Open-Close historical files. 

By way of background, the Exchange 

historically offered Open-Close Data, 

which is an end-of-day volume 

summary of trading activity on the 

Exchange at the option level by origin 

(customer, professional customer, 

broker-dealer, and market maker), side 

of the market (buy or sell), price, and 

transaction type (opening or closing) 

(‘‘End-of-Day Open-Close Data’’). The 

customer and professional customer 

volume is further broken down into 

trade size buckets (less than 100 

contracts, 100–199 contracts, greater 

than 199 contracts). The End-of-Day 

Open-Close Data is proprietary C2 

Options trade data and does not include 

trade data from any other exchange. It 

is also a historical data product and not 

a real-time data feed. The recently 

adopted Intraday Open-Close Data 

provides similar information to that of 

End-of-Day Open-Close Data but is 

produced and updated every 10 minutes 

during the trading day. Data is captured 

in ‘‘snapshots’’ taken every 10 minutes 

throughout the trading day and is 

available to subscribers within five 

minutes of the conclusion of each 10- 

minute period.3 The Intraday OpenClose Data provides a volume summary 

of trading activity on the Exchange at 

the option level by origin (customer, 

professional customer, broker-dealer, 

and market maker), side of the market 

(buy or sell), and transaction type 

(opening or closing). The customer and 

professional customer volume are 

further broken down into trade size 

buckets (less than 100 contracts, 100– 

199 contracts, greater than 199 

contracts). The Intraday Open-Close 

Data is also proprietary C2 Options 

trade data and does not include trade 

data from any other exchange. Cboe 

LiveVol, LLC (‘‘LiveVol’’), a wholly 

owned subsidiary of the Exchange’s 

parent company, Cboe Global Markets, 

Inc., makes the Open-Close Data and 

Intraday Open-Close Data available for 

purchase to TPHs and non-TPHs on the 

LiveVol DataShop website 

(datashop.cboe.com). Customers may 

currently purchase End-of-Day OpenClose Data on a subscription basis ($500 

per month) or by ad hoc request for a 

specified historical month ($400 per 

request per month). Customers may also 

purchase Intraday Open-Close Data on a 

subscription basis ($1,000 per month or 

$12,000 per year) or by ad hoc request 

for a specified historical month ($500 

per request per month). 

The Exchange now proposes to adopt 

an academic discount for ad-hoc 

requests of historical months of these 

data sets. Specifically, the Exchange 

proposes to charge qualifying academic 

purchasers $500 per year for the first 

year (instead of $4,800 per year) for 

historical End-of-Day Open-Close Data 

and $1,000 per year for the first year 

(instead of $6,000 per year) for historical 

Intraday Open-Close Data. Additional 

months after the first year may be 

purchased separately and will be 

assessed a prorated amount based on the 

yearly rate (i.e., $41.67 per month for 

historical End-of-Day Open-Close and 

$83.33 per month for historical Intraday 

Open-Close). Particularly, the Exchange 

believes that academic institutions and 

researchers provide a valuable service 

for the Exchange in studying and 

promoting the options market. Though 

academic institutions and researchers 

have need for granular options data sets, 

they do not trade upon the data for 

which they subscribe. The Exchange 

believes the proposed reduced fee for 

qualifying academic purchasers of 

historical End-of-Day Open-Close Data 

and Intraday Open-Close Data will 

encourage and promote academic 

studies of its market data by academic 

institutions. In order to qualify for the 

academic pricing, an academic 

purchaser must be (1) an accredited 

academic institution or member of the 

faculty or staff of such an institution, (2) 

that will use the data in independent 

academic research, academic journals 

and other publications, teaching and 

classroom use, or for other bona fide 

educational purposes (i.e. academic 

use). Furthermore, use of the data must 

be limited to faculty and students of an 

accredited academic institution, and 

any commercial or profit-seeking usage 

is excluded. Academic pricing will not 

be provided to any purchaser whose 

research is funded by a securities 

industry participant. LiveVol subscriber 

policies will reflect the academic 

discount program, and academic users 

interested in qualifying will be required 

to submit a brief application. LiveVol 

Business Development will have the 

discretion to review and approve such 

applications and request additional 

information when it deems necessary. 

The Exchange notes that another 

exchange currently offers an academic 

discount for a similar data feed.4

Additionally, the Exchange’s affiliate 

Cboe Exchange, Inc. (‘‘Cboe Options’’) 

offers an academic discount for 

historical End-of-Day Open-Close and 

Intraday Open-Close Data products.5

The Exchange recognizes the high value 

of academic research and educational 

instruction and publications, and 

believes that the proposed academic 

discount for historical End-of-Day 

Open-Close Data and Intraday OpenClose Data will encourage the 

promotion of academic research of the 

options industry, which will serve to 

benefit all market participants while 

also opening up a new potential user 

base among students. Finally, the 

Exchange notes that academic 

purchasers’ ad hoc requests of historical 

End-of-Day Open-Close an Intraday 

Open-Close Data would be educational 

in use and purpose, and not vocational. 

The Exchange next seeks to adopt a 

free trial for historical ad hoc requests 

for Intraday Open-Close Data for new 

purchasers. Particularly, the Exchange 

proposes to adopt a free trial available 

during the months of June and July 2021 

to provide up to three (3) historical 

months of Intraday Open-Close Data to 

any TPH or non-TPH that has not 

previously subscribed to this offering.6

The Exchange believes the proposed 

trial will serve as an incentive for new 

users to start purchasing Intraday OpenClose historical data. More specifically, 

the Exchange believes it will give 

potential subscribers the ability to use 


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Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices 33401 

7See Nasdaq ISE, Options 7 Pricing Schedule, 

Section 10A., Nasdaq ISE Open/Close Trade Profile 

End of Day. 8 15 U.S.C. 78f. 

9 15 U.S.C. 78f(b)(5). 

10 15 U.S.C. 78f(b)(4). 

11See Nasdaq ISE, Options 7 Pricing Schedule, 

Section 10A., Nasdaq ISE Open/Close Trade Profile 

End of Day. 

12 Id. 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(2). 

15 15 U.S.C. 78s(b)(2)(B). 

and test the data offering before signing 

up for additional months. The Exchange 

also notes another exchange offers a free 

trial for new subscribers of a similar 

data product.7 Lastly, the purchase of 

Intraday Open-Close historical data is 

discretionary and not compulsory. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,8 in general, and 

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

of the Act,9 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and to protect investors and the 

public interest, and that it is not 

designed to permit unfair 

discrimination among customers, 

brokers, or dealers. The Exchange also 

believes that its proposal to adopt fees 

for Intraday Open-Close Data is 

consistent with Section 6(b) of the Act 

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 10 in 

particular, in that it is an equitable 

allocation of dues, fees and other 

charges among its members and other 

recipients of Exchange data. 

In particular, the Exchange believes 

that the discount for qualifying 

academic purchasers of the ad hoc 

historical End-of-Day Open-Close and 

Intraday Open-Close Data is reasonable 

because academic users are not able to 

monetize access to the data as they do 

not trade on the data set. The Exchange 

believes the proposed discount will 

allow for more academic institutions 

and faculty members to purchase 

historical End-of-Day Open-Close and 

Intraday Open-Close Data, and, as a 

result, promote research and studies of 

the options industry to the benefit of all 

market participants. The Exchange 

believes that the proposed discount is 

equitable and not unfairly 

discriminatory because it will apply 

equally to all academic users that 

submit applications and meet the 

accredited academic institution or 

faculty member and academic use 

criteria. As stated above, qualified 

academic users will subscribe to the 

data set for educational use and 

purposes and are not permitted to use 

the data for commercial or monetizing 

purposes, nor can qualify if they are 

funded by an industry participant. As a 

result, the Exchange believes the 

proposed discount is equitable and not 

unfairly discriminatory because it 

maintains equal treatment for all 

industry participants or other 

subscribers that use the data for 

vocational, commercial or other forprofit purposes. 

The Exchange also believes that the 

proposed free trial for any TPH or nonTPH who has not previously purchased 

Intraday Open-Close historical data is 

reasonable because such users would 

not be subject to fees for up to 3 months’ 

worth of Intraday Open-Close historical 

data. The Exchange believes the 

proposed free trial is also reasonable as 

it will give potential subscribers the 

ability to use and test the Intraday 

Open-Close historical data prior to 

purchasing additional months and will 

therefore encourage and promote new 

users to purchase the Intraday OpenClose historical data. The Exchange 

believes that the proposed discount is 

equitable and not unfairly 

discriminatory because it will apply 

equally to all TPHs and non-TPHs who 

have not previously purchased Intraday 

Open-Close historical data. Lastly, as 

noted above, another exchange offers a 

free trial to new users for a similar data 

product 11 and purchase of this data 

product is discretionary and not 

compulsory. 

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 

Exchange does not believe that the 

proposed rule change will impose any 

burden on intramarket competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act 

because the proposed rule change 

relating to the academic discount will 

apply to all qualifying academic 

purchasers uniformly. While the 

proposed fee reduction applies only to 

qualifying academic purchasers, 

academic purchasers’ research and 

publications as a result of access to 

historical market data benefits all 

market participants. The Exchange also 

does not believe that the proposed rule 

change relating to the free trial will 

impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed rule change will apply to all 

TPHs and non-TPHs who have never 

made an ad-hoc request to purchase 

Intraday Open-Close historical data. 

Moreover, purchase of Intraday OpenClose historical files is discretionary 

and not compulsory. 

The Exchange also does not believe 

that the proposed rule change will 

impose any burden on intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed change applies only to the 

Exchange. Furthermore, another 

exchange currently offers similar 

historical data to academic users at a 

discounted price as well as a similar 

free-trial period for similar data.12

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 13 of the Act and 

subparagraph (f)(2) of Rule 19b–4 14

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 15 of the Act 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: 


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33402 Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78c(a)(2). 

4See Securities Exchange Act Release No. 92017 

(May 25, 2021), 86 FR 29634 (June 2, 2021) (‘‘BSTX 

Rulebook Proposal’’). 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

C2–2021–010 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–C2–2021–010. 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 (http://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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–C2–2021–010 and should 

be submitted on or before July 15, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13284 Filed 6–23–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92206; File No. SR–BOX– 

2021–14] 

Self-Regulatory Organizations; BOX 

Exchange LLC; Notice of Filing of 

Proposed Rule Change in Connection 

With the Proposed Commencement of 

Operations of Boston Security Token 

Exchange LLC (‘‘BSTX’’) 

June 17, 2021. 

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 June 7, 

2021, BOX Exchange LLC (the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is submitting this 

Proposed Rule Change to the 

Commission in connection with the 

establishment of Boston Security Token 

Exchange LLC (the ‘‘Company’’ or 

‘‘BSTX’’), as a facility, of the Exchange. 

In this Proposed Rule Change, the 

proposed Second Amended and 

Restated Limited Liability Company 

Agreement of the Company dated 

December 24, 2019 (the ‘‘LLC 

Agreement’’), is attached as Exhibit 5A 

hereto [sic]. The text of the proposed 

rule change is available from the 

principal office of the Exchange, at the 

Commission’s Public Reference Room 

and also on the Exchange’s internet 

website at http://boxoptions.com. 

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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization 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 is submitting this 

Proposed Rule Change to the 

Commission in connection with the 

proposed establishment of BSTX as a 

facility of the Exchange, as that term is 

defined in Section 3(a)(2) of the Act.3

Pending trading rules filed as part of a 

separate rule filing pursuant to the rule 

filing process under Section 19 of the 

Act and approved by the Commission, 

BSTX will operate the BSTX Market.4

The Proposed Rule Change is to 

establish BSTX as a facility of the 

Exchange and, without trading rules 

approved by the Commission, will not 

permit BSTX to commence operations of 

the BSTX Market. However, the 

approval of the Proposed Rule Change, 

and BSTX as a facility of the Exchange, 

will trigger the regulatory oversight 

responsibilities of the Exchange with 

respect to BSTX. 

BSTX is controlled jointly by BOX 

Digital, a Delaware limited liability 

company and a subsidiary of BOX 

Holdings Group LLC, and tZERO Group, 

Inc., a Delaware corporation and an 

affiliate of Overstock.com, Inc. BSTX is 

an affiliate of the Exchange and, when 

approved as a facility of the Exchange, 

will be subject to regulatory oversight by 

the Exchange. In addition, the Exchange 

will enter into a facility agreement with 

BSTX (the ‘‘Facility Agreement’’) 

pursuant to which the Exchange will 

regulate the Company as a facility of the 

Exchange. The Exchange’s powers and 

authority under the Facility Agreement 

ensure that the Exchange has full 

regulatory control over BSTX, which is 

designed to prevent any owner of BSTX 

from exercising undue influence over 

the regulated activities of the Company. 

The Exchange will also provide certain 

business services to the Company such 

as providing human resources and office 

technology support pursuant to an 

administrative services agreement 

between the Exchange and BSTX. 

The LLC Agreement is the source of 

governance and operating authority for 

the Company and, therefore, functions 

in a similar manner as articles of 

incorporation and bylaws would 

function for a corporation. The 

Exchange submitted a separate filing to 

establish rules relating to trading on 


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