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Ledger Holdings Inc

152 Madison Avenue, 21st Fl.

New York, NY 10016

https://ledgerx.com

October 22, 2018

VIA SEF & DCO COMMISSION PORTALS

Christopher J. Kirkpatrick

Secretary, Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: Commission Regulation 40.6(a) – Rule Certification 

LedgerX LLC Submission No. 18-23

Dear Mr. Kirkpatrick:

LedgerX LLC (“LedgerX”) hereby notifies the Commodity Futures Trading Commission (the 

“Commission”), pursuant to Section 5c(c) of the Commodity Exchange Act (the “CEA”) and 

Commission Regulation 40.6(a), that it is certifying the attached amendments to its Rulebook. The 

attached changes and amendments will become effective on November 5, 2018. 

A concise explanation and analysis of the changes and amendments and their compliance with 

applicable provisions of the CEA, including the Core Principles, and the Commission’s 

Regulations, is attached hereto as Appendix A. A marked copy of the changes and amendments to 

the Rulebook is designated as Appendix B.

LedgerX certifies that the changes and amendments comply with the CEA and Commission 

Regulations thereunder. LedgerX additionally certifies that it has concurrently posted a copy of 

this submission letter and the non-confidential attachments hereto on LedgerX’s website at 

https://ledgerx.com/. LedgerX is not aware of any or substantive opposing views to the changes 

and amendments.

* * * *
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Please contact the undersigned at 917-267-2381 or juthica@ledgerx.com if you have any questions 

or you would otherwise like to discuss this further.

Sincerely,

Juthica Chou

Chief Risk Officer

LedgerX LLC
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Ledger Holdings Inc

Appendix A

Rule Explanation Core Principle or other CEA 

Provision, Commission 

Regulation and/or 

Commission Staff Letter

Rule 3.2.A.2 This new provision allows nonU.S. persons located outside 

Singapore to qualify for 

Participant status if the non-U.S. 

person is a current registrant 

with the Commission and in 

good standing with the 

Commission and (as applicable) 

with National Futures 

Association.

For the avoidance of doubt, the 

applicant must meet all other 

applicable eligibility criteria set 

forth in the Rulebook prior to 

obtaining Participant status.

DCO Core Principle A; SEF 

Core Principles 1 and 2

Rule 11.13.A New paragraph (A) provides 

that the CCO or his or her 

designee may approve a position 

transfer if the transfer is (i) 

between accounts with identical 

beneficial ownership or (ii) in 

connection with, or as a result of, 

an asset purchase, corporate 

restructuring, consolidation or 

similar non-recurring 

transaction between two or more 

entities. The transfer must meet 

the conditions set forth in 

subparagraphs (1) through (3).

As provided in this new rule,

Participants must obtain 

approval prior to effecting such 

a transfer. Participants seeking 

approval must describe the 

proposed transfer in sufficient 

detail to allow the CCO or his or 

DCO Core Principle A; SEF 

Core Principles 1 and 2
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her designee to review the 

proposal. Upon reviewing the 

provided materials, the CCO or 

his or her designee will make a 

determination to approve or 

deny the proposed transfer based 

on whether the proposed transfer

meets the conditions set forth in

paragraph (A).

Rule 11.13.B New paragraph (B) requires 

transactions must be recorded 

and carried on the books of the 

receiving Participant at the 

original trade dates with the 

original trade prices.

DCO Core Principle A; SEF 

Core Principles 1 and 2

Rule 11.13.C New paragraph (C) sets forth 

minimum standards for 

reporting and recordkeeping 

relating to position transfers.

Commission Regulations 1.31, 

1.35 and 45.2
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Appendix B

Rule 3.2 Participants – Applications, Agreements, Eligibility Criteria, Classifications 

and Privileges

A. Each Participant shall have the right to access electronically the Platform, 

including the right to place Orders for each of its Cleared Swaps Proprietary 

Accounts, provided that such Participant is eligible for and has applied and 

received Trading Privileges and Clearing Privileges. In order to become a 

Participant, an applicant must:

. . .

2. (for U.S. applicants and foreign applicants outside of Singapore:) if an 

applicant is an entity, be validly organized, and in good standing, in the 

United States (or, if such entity is validly organized, and in good standing, 

in a country outside of the United States, it must be wholly owned and/or 

managed by a natural person who is a resident of the United States or by 

an entity that is validly organized, and in good standing, in the United 

States, or be a current registrant of the CFTC in good standing with the 

CFTC and NFA, as applicable); and must not be subject to any economic 

or trade sanctions programs administered by OFAC or other relevant U.S. 

or non-U.S. authority; and must not be listed on OFAC’s List of SpeciallyDesignated Nationals and Blocked Persons;

. . .

Rule 11.13 Transfer of Trades

A. The Chief Compliance Officer or his or her designee may, upon request by the 

Participant(s), approve a transfer of existing trades and collateral either on the 

books of the same Participant, or from the books of one Participant to the books 

of another Participant if the transfer is (i) between accounts with identical 

beneficial ownership or (ii) in connection with, or as a result of, an asset 

purchase, corporate restructuring, consolidation or similar non-recurring 

transaction between two or more entities. Such a transfer must meet each of the 

following conditions:
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1. The transfer must result in the transfer of all existing open positions and 

collateral in the transferor account;

2. Immediately prior to the transfer, the transferee account must not have

any existing open positions or collateral; and

3. All trades involved in the transfer must remain fully collateralized upon 

completion of the transfer.

B. Provided that the transfer is permitted pursuant to paragraph (A) above, the 

transactions must be recorded and carried on the books of the receiving 

Participant at the original trade dates with the original trade prices.

C. All transfers shall be reported to the Exchange in a form acceptable to the 

Exchange for the type of transactions involved. The Participant(s) involved shall 

maintain a full and complete record of all transactions together with all pertinent 

memoranda.