Federal Register / Vol. 87, No. 128 / Wednesday, July 6, 2022 / Notices 40321 

254See supra note 235. 

255See Exchange Act Section 19(b)(2)(C), 15 

U.S.C. 78s(b)(2)(C). See also Affiliated Ute Citizens 

of Utah v. United States, 406 U.S. 128, 151 (1972) 

(Congress enacted the Exchange Act largely ‘‘for the 

purpose of avoiding frauds’’); Gabelli v. SEC, 568 

U.S. 442, 451 (2013) (The ‘‘SEC’s very purpose’’ is 

to detect and mitigate fraud.). 

256See SolidX Order, 82 FR at 16259; VanEck 

Order, 86 FR at 54550–51; WisdomTree Order, 86 

FR at 69344; Kryptoin Order, 86 FR at 74179; 

Valkyrie Order, 86 FR at 74163; SkyBridge Order, 

87 FR at 3881; Wise Origin Order, 87 FR at 5538; 

ARK 21Shares Order, 87 FR at 20026–27. 

257 15 U.S.C. 78f(b)(5). 

258 In disapproving the proposed rule change, the 

Commission has considered its impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). Some commenters state that 

approval of the proposal would enhance market 

efficiency and facilitate competition and capital 

formation. See supra notes 248–253 and 

accompanying text. For the reasons discussed 

throughout, however (see supra notes 56–57), the 

Commission is disapproving the proposed rule 

change because it does not find that the proposed 

rule change is consistent with the Exchange Act. 

See also USBT Order, 85 FR at 12615. 

259See, e.g., Angel Letter I, at 2–4, Letter from 

Thomas M. Wynne, dated Apr. 9, 2022 (‘‘Wynne 

Letter’’); Chilson Letter, at 1. 

260See, e.g., Moffitt Letter I; Letter from Patric 

Berger, dated Feb. 23, 2022; Letter from Sundeep 

Bollineni, dated Feb. 22, 2022; Chilson Letter; 

Letter from James McClave, Jane Street Capital, 

LLC, dated June 16, 2022. 

261See, e.g., Chen Letter; Letter from John 

Berggren, dated Feb. 14, 2022. 

262See, e.g., Seils Letter; Konduru Letter; Emory 

Letter. 

263See, e.g., Letters from David Bush, dated Feb. 

22, 2022 (‘‘Bush Letter’’); Joseph D. Camp, Ph.D., 

Professor, Southern Methodist University, dated 

Feb. 14, 2022. 

264See, e.g., Elkhorn Letter; Johnson Letter; 

Valdata Letter; Bush Letter; Letter from Milton W., 

dated Feb. 23, 2022; Letter from Aaron Fenker, 

dated Feb. 23, 2022; Letter from Anil Gorania, dated 

Feb. 18, 2022; Letter from Nirav Trivedi, dated Feb. 

11, 2022; Letter from Enrique Rea, Jr., dated Apr. 

22, 2022; Chilson Letter, at 3; GTS Letter, at 2; 

Emory Letter, at 2. The Sponsor states that the U.S. 

lags global markets with respect to providing 

bitcoin and other digital asset ETPs and argues that 

approval of the proposal would support the White 

House Executive Order on Ensuring Responsible 

Development of Digital Assets by further bringing 

bitcoin into the regulatory perimeter. See Grayscale 

Submission, at 11–12. A commenter states that, ‘‘as 

a global firm, it is concerning to observe the U.S. 

lagging far behind such foreign capital market 

competitors in offering regulated products for an 

emerging technology like Blockchain.’’ Fortress 

Letter, at 3. 

265See, e.g., Angel Letter I, at 9–40; ADAM Letter, 

at 5; Dreyfuss Letter; Kane Letter; Boyer Letter; 

Letter from James J. Angel, Associate Professor of 

Finance, Georgetown University, dated May 6, 2022 

(‘‘Angel Letter II’’); Chilson Letter, at 1–2. 

266See, e.g., Noble Letter; Letter from Julian 

Rogers, dated Apr. 7, 2022. 

267See, e.g., Wynne Letter; Henry Letter. 

268See, e.g., Letter from David B. Hennes, Ropes 

& Gray LLP, dated March 3, 2022 (expressing 

concern, on behalf of an unnamed ‘‘interested 

investor,’’ about the Sponsor’s potential windfall if 

the Trust were to be allowed to convert to an ETP); 

Kleinfelder Letter. 

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

2 17 CFR 240.19b–4. 

(2) Analysis 

The Commission disagrees. Here, 

even if it were true that, compared to 

trading in unregulated spot bitcoin 

markets or OTC bitcoin funds, trading a 

spot bitcoin-based ETP on a national 

securities exchange could provide some 

additional protection to investors, or 

that the Shares would provide more 

efficient exposure to bitcoin than other 

products on the market such as bitcoin 

futures ETPs, or that approval of a spot 

bitcoin ETP could enhance competition 

or strengthen the underlying spot 

bitcoin and derivatives markets, the 

Commission must consider this 

potential benefit in the broader context 

of whether the proposal meets each of 

the applicable requirements of the 

Exchange Act.254 Pursuant to Section 

19(b)(2) of the Exchange Act, the 

Commission must approve a proposed 

rule change filed by a national securities 

exchange if it finds that the proposed 

rule change is consistent with the 

applicable requirements of the Exchange 

Act—including the requirement under 

Section 6(b)(5) that the rules of a 

national securities exchange be 

designed to prevent fraudulent and 

manipulative acts and practices—and it 

must disapprove the filing if it does not 

make such a finding.255 Thus, even if a 

proposed rule change purports to 

protect investors from a particular type 

of investment risk—such as 

experiencing a potentially high 

premium/discount by investing in an 

OTC bitcoin fund or roll costs by 

investing in bitcoin futures ETPs—or 

purports to provide benefits to investors 

and the public interest—such as 

enhancing competition and bolstering 

resiliency in the underlying commodity 

or futures markets—the proposed rule 

change may still fail to meet the 

requirements under the Exchange 

Act.256

For the reasons discussed above, 

NYSE Arca has not met its burden of 

demonstrating an adequate basis in the 

record for the Commission to find that 

the proposal is consistent with 

Exchange Act Section 6(b)(5),257 and, 

accordingly, the Commission must 

disapprove the proposal.258

D. Other Comments 

Comment letters also address, among 

other things, the general nature and uses 

of bitcoin and blockchain 

technology; 259 the state of development 

of bitcoin as an investment asset; 260

beneficial tax consequences of approval 

of a spot bitcoin ETP; 261 the merits of 

an investment in bitcoin; 262 the nature 

and state of the bitcoin mining 

network; 263 the current failure, and 

potential promotion of, U.S. 

competitiveness in the global 

marketplace relating to bitcoin; 264

suggestions for improving regulation of 

bitcoin and other digital assets markets 

and related market participants and 

criticisms of the current regulatory 

approach; 265 increasing education 

relating to, and accessibility of, 

bitcoin; 266 the merits of the Sponsor; 267

and specific concerns relating to the 

Sponsor and its management of the 

Trust.268 Ultimately, however, 

additional discussion of these topics is 

unnecessary, as they do not bear on the 

basis for the Commission’s decision to 

disapprove the proposal. 

IV. Conclusion 

For the reasons set forth above, the 

Commission does not find, pursuant to 

Section 19(b)(2) of the Exchange Act, 

that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with the requirements of the 

Exchange Act and the rules and 

regulations thereunder applicable to a 

national securities exchange, and in 

particular, with Section 6(b)(5) of the 

Exchange Act. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act, 

that proposed rule change SR– 

NYSEArca-2021–90, as modified by 

Amendment No. 1, be, and hereby is, 

disapproved. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–14310 Filed 7–5–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95174; File No. SR–BOX– 

2022–19] 

Self-Regulatory Organizations; BOX 

Exchange LLC; Notice of Filing of 

Proposed Rule Change To Amend 

Article 4 of the Exchange’s Bylaws To 

Establish a Staggered Board 

June 29, 2022. 

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 17, 

2022, BOX Exchange LLC (the 

‘‘Exchange’’) 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 self-regulatory organization. The 

Commission is publishing this notice to 


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3The current Exchange Board expects to initially 

designate: in Class I, one Non-Industry Director and 

one Participant Director; in Class II, two NonIndustry Directors, one of which is a Public 

Director; and in Class III, one Non-Industry Director 

and one Participant Director. These initial class 

designations are intended to balance, to the extent 

possible, the various categories of Directors among 

the three classes. Board actions are taken by 

majority vote in accordance with Section 4.11(j) of 

the Exchange Bylaws. 

4Currently under the Exchange’s Bylaws, 

Directors serve one-year terms and all Directors are 

nominated and begin serving each year at the 

annual meeting of Members. This provision in 

Section 4.03 of the Exchange Bylaws is proposed to 

be changed to delete ‘‘Directors shall serve terms of 

one year each beginning each year at the annual 

meeting of the Members.’’ 

5 In this circumstance, the term of Class II and 

Class III directors would end at the Members annual 

meeting in 2023 and 2024, respectively. 

6This provision is substantially similar to a 

comparable provision in the bylaws of another 

national securities exchange that provides for a 

staggered board. See Amended and Restated ByLaws of Miami International Securities Exchange 

LLC, Section 2.2(a). 

7Similarly, the Exchange also proposes to amend 

the final sentence of Section 4.06 to specify that at 

each annual meeting of the Members, the 

individuals selected ‘‘for the applicable class term’’ 

pursuant to Section 4.06 of the Bylaws shall begin 

serving as Directors. 

8The Exchange proposes to amend Section 

4.06(d)(i) to include the same conforming edits to 

specify that the Nominating Committee shall meet 

for the purposes of selecting proposed Director 

nominees ‘‘for the class then expiring’’ and that the 

Nominating Committee shall provide the names of 

all proposed Director nominees ‘‘for the class then 

expiring’’ to the Exchange’s Secretary not later than 

sixty days prior to the date of the annual meeting 

of the Members. 

9With respect to a vacancy arising from an 

increase in the number of authorized Directors, 

pursuant to proposed Section 4.03 of the Bylaws, 

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 

Article 4 of the Exchange’s Bylaws to 

establish a staggered board. 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 proposes to amend its 

Bylaws to establish a staggered Board. 

Specifically, the Exchange proposes to 

amend Section 4.03 (Term of Directors) 

of the Exchange Bylaws to provide that 

Exchange Directors shall be divided into 

three classes, designated Class I, Class II 

and Class III, which shall be as nearly 

equal in number and classification as 

the total number of such Directors then 

serving on the Board permits.3 Section 

4.03 of the Bylaws would further 

provide that each class of newly elected 

Directors shall serve staggered threeyear terms, with the term of office of one 

class expiring each year.4

In order to commence such staggered 

three-year terms, the Exchange proposes 

to amend Section 4.03 of the Bylaws to 

provide that Class I Directors serving 

when amended Section 4.03 is adopted 

shall serve until the first annual meeting 

of Members following the adoption of 

amended Section 4.03; Class II Directors 

serving when amended Section 4.03 is 

adopted shall serve until the second 

annual meeting of Members following 

the adoption of amended Section 4.03; 

and Class III Directors serving when 

amended Section 4.03 is adopted shall 

serve until the third annual meeting of 

Members following the adoption of 

amended Section 4.03. The 2022 annual 

meeting of the Members of the Exchange 

has not yet occurred. Accordingly, if 

this proposed rule change is approved 

before the 2022 annual meeting of 

Members, the term of Class I Directors 

would end at the 2022 annual meeting 

of Members, a new slate of Class I 

Directors would be nominated and 

selected in 2022 in accordance with the 

Bylaws.5

The Exchange also proposes to amend 

Section 4.03 of the Bylaws to provide 

that, in the case of any new Director as 

contemplated by Article IV, Section 

4.02, such Director shall be added to a 

class, as determined by the Board at the 

time of such Director’s initial election or 

appointment, and shall have an initial 

term expiring at the same time as the 

term of the class to which such Director 

has been added. In making such 

determinations, the Board shall balance 

the categories of Directors (e.g. NonIndustry, Public, Participant and 

Facility Directors) among the classes to 

the extent possible. Pursuant to Section 

4.02 of the Bylaws, the total number of 

Directors is determined by the Board 

and must be between five and eleven 

directors. Accordingly, the Exchange is 

adding this provision to specify that if 

a new Director is added to the Board, 

the term of that Director shall 

correspond to the class to which that 

Director is assigned at the time of 

election or appointment. 

In addition, the Exchange proposes to 

amend Section 4.02 to specify that no 

decrease in the number of Directors 

shall have the effect of shortening the 

term of any incumbent Director.6 The 

purpose of this provision is to provide 

that, in the event that the Board 

determines to reduce the number of 

overall Directors, the term of any 

incumbent Director will not be cut short 

because of such determination. The 

Exchange could not, for example, 

determine to reduce the size of the 

Board by eliminating the Director seat 

for a Director who had two years of his 

or her term remaining. 

The Exchange also proposes to make 

certain other conforming edits to other 

provisions of the Bylaws to clarify the 

responsibilities of the Board’s 

Nominating Committee and to address 

Director vacancies that may arise. 

Specifically, the Exchange proposes to 

amend Section 4.06 (Nominating 

Committee) of the Bylaws to specify that 

the Board’s Nominating Committee will 

nominate individuals in advance of 

each annual meeting of the Members to 

begin service as Directors ‘‘for the 

applicable class term then expiring (i.e., 

Class I, Class II or Class III)’’ at such 

annual meeting of the Members.7 The 

Exchange also proposes to amend 

Section 4.06(d) (Selection of Directors) 

of the Bylaws to provide that, prior to 

each annual meeting of the Members, 

the Nominating Committee shall select 

nominees for each Director position ‘‘for 

the class with its term then expiring’’ to 

begin service as Directors.8 Finally, the 

Exchange proposes to amend Section 

4.10 (Vacancies) by deleting the 

language ‘‘until the next annual meeting 

or until his or her successor is elected 

and qualified’’ and inserting the 

language ‘‘for the remainder of the 

applicable class term’’ to provide that a 

Director who is elected by the Board to 

fill a vacancy (e.g., as a result of the 

death, resignation, removal or increase 

in the authorized number of Directors), 

shall serve for the remainder of the 

applicable class term. For example, if a 

Director in Class II resigns, the Director 

elected to fill the vacancy would serve 

for the remainder of the term of Class II 

Directors.9


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the Director filling such vacancy would be assigned 

to a class by the Board and would have an initial 

term expiring at the same time as the term of the 

class to which such Director has been added. 

10See Section 4.02 of the Bylaws. 

11See Section 4.03 of the Bylaws. 

12 15 U.S.C. 78a et seq. 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78f(b)(5). 

15 Id. 

16 Id. 

17 Id. 

The Exchange notes that it is not 

proposing any change to the 

composition of the Board, such as the 

requirement that 20% of Directors must 

be a Participant Directors or that a 

majority of Directors must be NonIndustry Directors.10 All nominations 

and elections of Directors under the 

proposed staggered Board structure 

must be consistent with the existing 

composition requirements in the 

Bylaws. In addition, consistent with the 

existing Bylaws, Directors may serve 

consecutive terms.11

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of the Exchange Act,12 in 

general, and furthers the objective of 

Section 6(b)(5) of the Exchange Act,13 in 

particular, because it is designed 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; and it is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers, 

or to regulate by virtue of any authority 

conferred by this Exchange Act matters 

not related to the purposes of the 

Exchange Act or the administration of 

the Exchange. 

Specifically, the Exchange believes 

that the governance and administration 

of the Exchange would benefit from a 

Board structure in which Directors each 

serve staggered three-year terms in at 

least two ways. First, the Exchange 

believes that shifting from one-year 

terms for Exchange Directors to 

staggered three-year terms will help 

preserve institutional knowledge among 

Exchange Directors. Under the 

Exchange’s current Bylaws, an entirely 

new set of Directors can be selected 

each year, which can potentially disrupt 

ongoing initiatives by the Exchange or 

result in a complete loss of institutional 

knowledge if all of the new Directors 

have no prior experience serving on the 

Exchange’s Board. The Exchange 

believes that it benefits from the 

previous experience of those who have 

previously served as Exchange Directors 

and that ensuring some continuity 

among Directors promotes fair and 

orderly transitions to new Board 

leadership. By increasing the term 

length of each Director from one to three 

years, the Exchange can eliminate the 

possibility that an entirely new slate of 

Directors with no prior experience as a 

Director occurs. And, by staggering the 

election of Directors by dividing 

Directors into three classes with only 

one class elected each year, the 

Exchange can preserve institutional 

knowledge among a majority of the 

Directors over time. This change will 

ensue that at the time of every annual 

meeting of the Members, there will 

remain veteran leadership on the Board. 

In turn, the Exchange believes that these 

changes will help to improve the 

administration of the Exchange by 

fostering cooperation and coordination 

with persons, such as Directors, engaged 

in regulating and facilitating 

transactions in securities and removes 

impediments to and perfects the 

mechanism of a free and open market 

and a national market system, consistent 

with Section 6(b)(5) of the Exchange 

Act.14 The Exchange also believes, 

consistent with Section 6(b)(5) of the 

Exchange Act, that these changes will 

also further the protection of investors 

and the public interest, which benefit 

from a governance structure that is 

designed to preserve institutional 

knowledge gained by incumbent 

Directors and through orderly 

transitions to new leadership among 

Directors.15

Second, the Exchange believes that 

the proposed staggered Board structure 

would help prevent any one Member or 

group of Members acting in 

coordination from exercising an undue 

influence over the Board through the 

election of Board Directors. As noted, 

currently the entire Board of Directors 

can be replaced each year. As a result, 

although no one Member has more than 

a 20% voting interest in the election of 

Directors, two or more Members acting 

in coordination could potentially 

exercise an outsized influence in the 

selection of Directors. Establishing a 

staggered Board would make it more 

difficult for such Members to take 

control of the Board, and therefore 

control of the Exchange, through a 

single election of the Board. By reducing 

the risk of coordinated Members taking 

control of the Board, the Board will be 

better positioned to address difficult, 

longer-term considerations related to 

management of the Exchange, rather 

than focusing on shorter-term 

considerations of certain Members. For 

example, a coordinated group of 

Members might seek to elect a slate of 

Directors that are more heavily focused 

on increasing Exchange profits without 

appropriate consideration of the longerterm growth of the Exchange. A 

staggered Board structure would make it 

more challenging for such Members to 

effect such a directional change by 

preventing the replacement of the entire 

Board of Directors in a given year. In 

turn, the Exchange believes that this 

would, consistent with Section 6(b)(5) 

of the Exchange Act, further the 

protection of investors and the public 

interest who are likely to benefit from 

an Exchange that is able to focus on 

longer-term goals rather than shorterterm interests of certain Members.16

In addition, the Exchange notes that, 

consistent with Section 6(b)(5), the 

proposed rule change is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers.17

The existing composition requirements 

related to Directors would remain the 

same under the proposed rule change, 

so there would not be, for example, any 

reduction in the representation of 

Exchange Participants on the Board. 

Moreover, all Directors would be subject 

to the same requirements under the 

proposed rule change (i.e., all Directors, 

regardless of type, would be divided 

into one of three classes, each serving 

three-year terms). 

The Exchange notes that, in order to 

commence the operation of the 

staggered Board, Directors assigned by 

the Board to Class I would serve for only 

one year following the adoption of this 

proposed rule change while Class II and 

Class III Directors would serve for two 

and three years respectively. While this 

could potentially be viewed as unfairly 

discriminatory against Class I and Class 

II Directors whose tenure would have a 

shorter duration than a Class III 

Director, these differing tenures are 

unavoidable to establish a staggered 

Board. Directors may also be re-elected 

and serve consecutive terms. As a result, 

although a Director assigned to Class I 

may have an initially shorter tenure, if 

re-elected at the time of the first annual 

meeting of Members following the 

adoption of this proposed rule change, 

such Director would then serve a threeyear term. 

Finally, the Exchange notes that the 

proposed staggered Board structure is 

substantially similar to the staggered 

board structure of at least two 


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18See Amended and Restated By-Laws of Miami 

International Securities Exchange LLC (‘‘MIAX’’), 

Section 2.02(a) and First Amended and Restated 

Bylaws of Long-Term Stock Exchange, Inc. 

(‘‘LTSE’’), Section 3.3(b). The bylaws of The 

Options Clearing Corporation (‘‘OCC’’), another selfregulatory organization, also provide for a similar 

staggered board consisting of three classes. See OCC 

By-Laws, Article III, Section 3. 

19See Exchange Act Release No. 57322 (File No. 

10–182), Exhibit A.3 of the BATS Exchange Inc. 

Form 1 Application, as modified by Amendment 

No. 1, (Amended and Restated By-Laws of BATS 

Exchange Inc. at Section 3(b)) (February 13, 2008), 

available at https://www.sec.gov/rules/other/2008/ 

34-57322_application.htm#exhibit-a, and Exchange 

Act Release No. 60651 (File No. 10–193), Exhibit 

A.3 of the EDGX Exchange Inc. Form 1 Application, 

as modified by Amendment No. 1 (Amended and 

Restated Bylaws of EDGX Exchange Inc. at Section 

3(b)) (September 11, 2009), available at https://

www.sec.gov/rules/other/2009/edgx-f1- 

application.htm#exhibit-a. 

20See Exchange Act Release No. 69164, 78 FR 

17727 (March 22, 2013) (SR–ISE–2013–07). 

21 15 U.S.C. 78f(b)(8). 

22 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

exchanges.18 Other exchanges have 

historically also operated with a 

substantially similar staggered board 

structure, including the BATS Exchange 

Inc. and EDGX Exchange Inc. and EDGA 

Exchange Inc. prior to their business 

combination with CBOE Holdings 

Inc.,19 as well as International Securities 

Exchange, LLC prior to 2013.20

Accordingly, the Exchange’s proposed 

staggered Board structure does not 

present any novel considerations that 

the Commission has not previously 

considered. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act.21

The proposed rule change is concerned 

only with the governance structure and 

internal administration of the Exchange 

Board and would establish a staggered 

Board structure that is substantially 

similar to the existing board structure of 

other exchanges and self-regulatory 

organizations. As a result, the Exchange 

does not believe that the proposed rule 

change would result in any burden on 

competition or other competitionrelated considerations between or 

among Exchange Participants or 

between different exchanges. 

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 comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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– 

BOX–2022–19 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–BOX–2022–19. 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–BOX–2022–19, and should 

be submitted on or before July 27, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–14289 Filed 7–5–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95177; File No. SR– 

EMERALD–2022–22] 

Self-Regulatory Organizations: MIAX 

Emerald, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 1900, Registration Requirements, 

Exchange Rule 1903, Continuing 

Education Requirements, and 

Exchange Rule 1904, Electronic Filing 

Requirements for Uniform Forms 

June 29, 2022. 

Pursuant to the provisions of 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 28, 2022, MIAX Emerald, LLC 

(‘‘MIAX Emerald’’ or ‘‘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 1903, Continuing 

Education Requirements. The proposed 

rule change also makes conforming 

amendments to Exchange Rule 1900, 

Registration Requirements. Among other 

changes, the proposed rule change 

requires that the Regulatory Element of 

continuing education be completed 

annually rather than every three years 


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