Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 50171 

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

2 17 CFR 240.19b–4. 

3See MIAX Fee Schedule, Section 6. 

4The term ‘‘MBBO’’ means the best bid or offer 

on the Exchange. See Exchange Rule 100. See also 

Exchange Rule 506(c)(2). 

5The term ‘‘Public Customer’’ means a person 

that is not a broker or dealer in securities. See 

Exchange Rule 100. 

6The term ‘‘Priority Customer’’ means a person 

or entity that (i) is not a broker or dealer in 

securities, and (ii) does not place more than 390 

orders in listed options per day on average during 

a calendar month for its own beneficial account(s). 

See Exchange Rule 100. 

7See Securities Exchange Act Release No. 69007 

(February 28, 2013), 78FR 14617 (March 6, 2013) 

(SR–MIAX–2013–05). 

8The term ‘‘System’’ means the automated 

trading system used by the Exchange for the trading 

of securities. See Exchange Rule 100. 

9See Securities Exchange Act Release No. 74759 

(April 17, 2015), 80 FR 22749 (April 23, 2015) (SR– 

MIAX–2015–28). 

10See Securities Exchange Act Release No. 73326 

(October 9, 2014), 79 FR 62233 (October 16, 2014) 

(SR–MIAX–2014–51). 

11See Exchange Rule 506(c)(2). 

12See Securities Exchange Act Release No. 79146 

(October 24, 2016), 81 FR 75171(October 28, 2016) 

(SR–MIAX–2016–36). 

hours is made solely for the purposes of 

the Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules. 

Compliance with the collection of 

information required by Form 24F–2 is 

mandatory. The Form 24F–2 filing that 

must be made to the Commission is 

available to the public. 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. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

October 24, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23471 Filed 10–27–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81933; File No. SR–MIAX– 

2017–42] 

Self-Regulatory Organizations; Miami 

International Securities Exchange LLC; 

Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fee Schedule 

October 24, 2017. 

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 October 

11, 2017, Miami International Securities 

Exchange LLC (‘‘MIAX Options’’ or 

‘‘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 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 is filing a proposal to 

amend the MIAX Options Fee Schedule 

(the ‘‘Fee Schedule’’) to adopt a fee for 

the sale of certain historical market data. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.miaxoptions.com/rulefilings, at MIAX’s principal office, 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 its 

Fee Schedule to adopt a fee for the sale 

of certain historical market data. 

The historical market data that the 

Exchange proposes to sell provides 

information about the past activity of all 

option products traded on the Exchange 

for each trading session conducted 

during a particular calendar month. The 

data is intended to enhance the user’s 

ability to analyze option trade and 

volume data, evaluate historical trends 

in the trading activity of a particular 

option product, and enable the testing of 

trading models and analytical strategies. 

Specifically, the historical market data 

that the Exchange proposes to sell 

includes all data that is captured and 

disseminated on the following 

proprietary MIAX Options data feeds, 

on a T+1 basis: MIAX Top of Market 

data feed (‘‘ToM’’); MIAX Order Feed 

(‘‘MOR’’); MIAX Administrative 

Information Subscriber Feed (‘‘AIS’’); 

and MIAX Complex Top of Market data 

feed (‘‘cToM’’) (‘‘Historical Market 

Data’’). All such proprietary MIAX 

Options data feeds that, on a T+1 basis, 

comprise the Historical Market Data are 

described on the Exchange’s Fee 

Schedule.3

ToM provides real-time updates of the 

MIAX Best Bid or Offer, or MBBO,4

price with aggregate orders and quote 

size of contracts that can be displayed, 

display of Public Customer 5 interest at 

the MBBO, display of Priority 

Customer 6 interest at the MBBO, and 

MIAX Options last sale.7 MOR provides 

real-time updates of options orders, 

products traded on MIAX Options, 

MIAX Options System 8 status, and 

MIAX Options underlying trading 

status.9 AIS provides real-time updates 

of products traded on MIAX Options, 

trading status for MIAX Options and 

products traded on MIAX Options, and 

liquidity seeking event notifications.10

cToM provides real-time updates of 

MIAX Options strategy best bid or offer, 

or cMBBO,11 price with aggregated 

complex order sizes of a strategy that 

can be displayed at that price, and 

MIAX Options strategy last sale.12

MIAX Options will only assess the fee 

for Historical Market Data on a user 

(whether Member or Non-Member) that 

specifically requests such Historical 

Market Data. Historical Market Data will 

be uploaded onto an Exchange-provided 

device. The amount of the fee is $500, 

and it will be assessed on a per device 

basis. Each device shall have a 

maximum storage capacity of 8 

Terabytes and will be configured to 

include data for both MIAX Options and 

MIAX PEARL. Users may request up to 

six months of Historical Market Data per 

device, subject to the device’s storage 

capacity. Historical Market Data is 

available from August 1, 2017 to the 

present (always on a T+1 basis), 


sradovich on DSK3GMQ082PROD with NOTICES
50172 Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 

13See SR–PEARL–2017–35 (filed on October 11, 

2017). 

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

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

16See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496 (June 29, 2005). 

however only the most recent six 

months of Historical Market Data shall 

be available for purchase from the 

request date. Historical Market Data 

usage is restricted to internal use only, 

and thus may not be distributed to any 

third-party. 

The Exchange notes that this filing is 

substantially similar to a companion 

MIAX PEARL filing establishing a fee 

for historical market data on its 

exchange.13

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its fee schedule is 

consistent with Section 6(b) of the Act 14

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 15 in 

particular, in that it is an equitable 

allocation of reasonable dues, fees and 

other charges among Exchange members 

and issuers and other persons using its 

facilities. The proposal provides for the 

equitable allocation of reasonable fees 

and other charges among Exchange 

members and other persons using its 

facilities because all persons and 

entities will have equal access to 

Historical Market Data. 

The Exchange believes the proposed 

fees are a reasonable allocation of its 

costs and expenses among its Members 

and other persons using its facilities 

since it is recovering the costs 

associated with distributing such data. 

Access to the Exchange is provided on 

fair and non-discriminatory terms. The 

Exchange believes the proposed fees are 

equitable and not unfairly 

discriminatory because the fee level 

results in a reasonable and equitable 

allocation of fees amongst users for 

similar services. Moreover, the decision 

as to whether or not to purchase 

Historical Market Data is entirely 

optional to all users. Potential 

purchasers are not required to purchase 

the Historical Market Data, and the 

Exchange is not required to make the 

Historical Market Data available. 

Purchasers may request the data at any 

time or may decline to purchase such 

data. The allocation of fees among users 

is fair and reasonable because, if the 

market deems the proposed fees to be 

unfair or inequitable, firms can 

diminish or discontinue their use of this 

data. 

In adopting Regulation NMS, the 

Commission granted self-regulatory 

organizations and broker-dealers 

increased authority and flexibility to 

offer new and unique market data to the 

public. It was believed that this 

authority would expand the amount of 

data available to consumers, and also 

spur innovation and competition for the 

provision of market data: 

‘‘[E]fficiency is promoted when brokerdealers who do not need the data beyond the 

prices, sizes, market center identifications of 

the NBBO and consolidated last sale 

information are not required to receive (and 

pay for) such data when broker-dealers may 

choose to receive (and pay for) additional 

market data based on their own internal 

analysis of the need for such data.’’ 16

By removing ‘‘unnecessary regulatory 

restrictions’’ on the ability of exchanges 

to sell their own data, Regulation NMS 

advanced the goals of the Act and the 

principles reflected in its legislative 

history. If the free market should 

determine whether proprietary data is 

sold to broker-dealers at all, it follows 

that the price at which such data is sold 

should be set by the market as well. 

In July, 2010, Congress adopted H.R. 

4173, the Dodd-Frank Wall Street 

Reform and Consumer Protection Act of 

2010 (‘‘Dodd-Frank Act’’), which 

amended Section 19 of the Act. Among 

other things, Section 916 of the DoddFrank Act amended paragraph (A) of 

Section 19(b)(3) of the Act by inserting 

the phrase ‘‘on any person, whether or 

not the person is a member of the selfregulatory organization’’ after ‘‘due, fee 

or other charge imposed by the selfregulatory organization.’’ As a result, all 

SRO rule proposals establishing or 

changing dues, fees or other charges are 

immediately effective upon filing 

regardless of whether such dues, fees or 

other charges are imposed on members 

of the SRO, non-members, or both. 

Section 916 further amended paragraph 

(C) of Section 19(b)(3) of the Act to read, 

in pertinent part, ‘‘At any time within 

the 60-day period beginning on the date 

of filing of such a proposed rule change 

in accordance with the provisions of 

paragraph (1) [of Section 19(b)], the 

Commission summarily may 

temporarily suspend the change in the 

rules of the self-regulatory organization 

made thereby, 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 this title. If the Commission 

takes such action, the Commission shall 

institute proceedings under paragraph 

(2)(B) [of Section 19(b)] to determine 

whether the proposed rule should be 

approved or disapproved.’’ 

The Exchange believes that these 

amendments to Section 19 of the Act 

reflect Congress’s intent to allow the 

Commission to rely upon the forces of 

competition to ensure that fees for 

market data are reasonable and 

equitably allocated. Although Section 

19(b) had formerly authorized 

immediate effectiveness for a ‘‘due, fee 

or other charge imposed by the selfregulatory organization,’’ the 

Commission adopted a policy and 

subsequently a rule stating that fees for 

data and other products available to 

persons that are not members of the selfregulatory organization must be 

approved by the Commission after first 

being published for comment. At the 

time, the Commission supported the 

adoption of the policy and the rule by 

pointing out that unlike members, 

whose representation in self-regulatory 

organization governance was mandated 

by the Act, non-members should be 

given the opportunity to comment on 

fees before being required to pay them, 

and that the Commission should 

specifically approve all such fees. The 

Exchange believes that the amendment 

to Section 19 reflects Congress’s 

conclusion that the evolution of selfregulatory organization governance and 

competitive market structure have 

rendered the Commission’s prior policy 

on non-member fees obsolete. 

Specifically, many exchanges have 

evolved from member-owned, not-forprofit corporations into for-profit, 

investor-owned corporations (or 

subsidiaries of investor-owned 

corporations). Accordingly, exchanges 

no longer have narrow incentives to 

manage their affairs for the exclusive 

benefit of their members, but rather 

have incentives to maximize the appeal 

of their products to all customers, 

whether members or non-members, so 

as to broaden distribution and grow 

revenues. Moreover, the Exchange 

believes that the change also reflects an 

endorsement of the Commission’s 

determinations that reliance on 

competitive markets is an appropriate 

means to ensure equitable and 

reasonable prices. Simply put, the 

change reflects a presumption that all 

fee changes should be permitted to take 

effect immediately, since the level of all 

fees are constrained by competitive 

forces. 

Selling proprietary market data, such 

as Historical Market Data, is a means by 

which exchanges compete to attract 

business. To the extent that exchanges 

are successful in such competition, they 

earn trading revenues and also enhance 

the value of their data products by 

increasing the amount of data they 

provide. The need to compete for 

business places substantial pressure 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 50173 

17See Sec. Indus. Fin. Mkts. Ass’n (SIFMA), 

Initial Decision Release No. 1015, 2016 SEC LEXIS 

2278 (ALJ June 1, 2016) (finding the existence of 

vigorous competition with respect to non-core 

market data). 

18NetCoalition, at 15 (quoting H.R. Rep. No. 94– 

229, at 92 (1975), as reprinted in 1975 U.S.C.C.A.N. 

321, 323). 

19See William J. Baumol and Daniel G. Swanson, 

‘‘The New Economy and Ubiquitous Competitive 

Price Discrimination: Identifying Defensible Criteria 

of Market Power,’’ Antitrust Law Journal, Vol. 70, 

No. 3 (2003). 

upon exchanges to keep their fees for 

both executions and data reasonable.17

The Exchange therefore believes that the 

fees for Historical Market Data are 

properly assessed on Members and NonMember users. 

The decision of the United States 

Court of Appeals for the District of 

Columbia Circuit in NetCoalition v. 

SEC, No. 09–1042 (D.C. Cir. 2010), 

although reviewing a Commission 

decision made prior to the effective date 

of the Dodd-Frank Act, upheld the 

Commission’s reliance upon 

competitive markets to set reasonable 

and equitably allocated fees for market 

data: 

‘‘In fact, the legislative history indicates 

that the Congress intended that the market 

system ‘evolve through the interplay of 

competitive forces as unnecessary regulatory 

restrictions are removed’ and that the SEC 

wield its regulatory power ‘in those 

situations where competition may not be 

sufficient,’ such as in the creation of a 

‘consolidated transactional reporting 

system.’ ’’ 18

The court’s conclusions about 

Congressional intent are therefore 

reinforced by the Dodd-Frank Act 

amendments, which create a 

presumption that exchange fees, 

including market data fees, may take 

effect immediately, without prior 

Commission approval, and that the 

Commission should take action to 

suspend a fee change and institute a 

proceeding to determine whether the fee 

change should be approved or 

disapproved only where the 

Commission has concerns that the 

change may not be consistent with the 

Act. 

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 Act. Indeed, the 

Exchange believes that offering certain 

Historical Market Data will enhance 

competition by encouraging sales, 

which will make analytical data more 

readily available to investors. 

Notwithstanding its determination that 

the Commission may rely upon 

competition to establish fair and 

equitably allocated fees for market data, 

the NetCoalition Court found that the 

Commission had not, in that case, 

compiled a record that adequately 

supported its conclusion that the market 

for the data at issue in the case was 

competitive. The Exchange believes that 

a record may readily be established to 

demonstrate the competitive nature of 

the market in question. 

The market for data products is 

extremely competitive and users may 

freely choose alternative venues and 

data vendors based on the aggregate fees 

assessed, the data offered, and the value 

provided. Numerous exchanges compete 

with each other for listings, trades, and 

market data itself, providing virtually 

limitless opportunities for entrepreneurs 

who wish to produce and distribute 

their own market data. Transaction 

execution and proprietary data products 

are complementary in that market data 

is both an input and a byproduct of the 

execution service. In fact, market data 

and trade execution are a paradigmatic 

example of joint products with joint 

costs. The decision whether and on 

which platform to post an order will 

depend on the attributes of the platform 

where the order can be posted, 

including the execution fees, data 

quality and price, and distribution of its 

data products. Without trade 

executions, exchange data products 

cannot exist. Moreover, data products 

are valuable to many end users only 

insofar as they provide information that 

end users expect will assist them or 

their customers in making trading 

decisions. 

The costs of producing market data 

include not only the costs of the data 

distribution infrastructure, but also the 

costs of designing, maintaining, and 

operating the exchange’s transaction 

execution platform and the cost of 

regulating the exchange to ensure its fair 

operation and maintain investor 

confidence. The total return that a 

trading platform earns reflects the 

revenues it receives from both products 

and the joint costs it incurs. Moreover, 

the operation of the Exchange is 

characterized by high fixed costs and 

low marginal costs. This cost structure 

is common in content distribution 

industries such as software, where 

developing new software typically 

requires a large initial investment (and 

continuing large investments to upgrade 

software), but once the software is 

developed, the incremental cost of 

providing that software to an additional 

user is typically small, or even zero 

(e.g., if the software can be downloaded 

over the internet after being 

purchased).19 In the case of any 

exchange, it is costly to build and 

maintain a trading platform, but the 

incremental cost of trading each 

additional share on an existing platform, 

or distributing an additional instance of 

data, is very low. Market information 

and executions are each produced 

jointly (in the sense that the activities of 

trading and placing orders are the 

source of the information that is 

distributed) and are each subject to 

significant scale economies. 

Competition among trading platforms 

can be expected to constrain the 

aggregate return each platform earns 

from the sale of its joint products. The 

level of competition and contestability 

in the market is evidence in the 

numerous alternative venues that 

compete for order flow, including SRO 

markets, as well as internalizing BDs 

and various forms of alternative trading 

systems (‘‘ATSs’’), including dark pools 

and electronic communication networks 

(‘‘ECNs’’). Each SRO market competes to 

produce transaction reports via trade 

executions. It is common for BDs to 

further and exploit this competition by 

sending their order flow and transaction 

reports to multiple markets, rather than 

providing them all to a single market. 

Competitive markets for order flow, 

executions, and transaction reports 

provide pricing discipline for the inputs 

of proprietary data products. The large 

number of SROs, TRFs, BDs, and ATSs 

that currently produce proprietary data 

or are currently capable of producing it 

provides further pricing discipline for 

proprietary data products. Each SRO, 

TRF, ATS, and BD is currently 

permitted to produce proprietary data 

products, and many currently do or 

have announced plans to do so, 

including the Nasdaq exchanges, NYSE 

exchanges, and CBOE/Bats exchanges. 

In this competitive environment, an 

‘‘excessive’’ price for one product will 

have to be reflected in lower prices for 

other products sold by the Exchange, or 

otherwise the Exchange may experience 

a loss in sales that may adversely affect 

its profitability. In this case, the 

proposed rule change enhances 

competition by providing Historical 

Market Data at a fixed price. As such, 

the Exchange believes that the proposed 

changes will enhance, not impair, 

competition in the financial markets. 

The market for market data products 

is competitive and inherently 

contestable because there is fierce 

competition for the inputs necessary to 

the creation of proprietary data and 

strict pricing discipline for the 


sradovich on DSK3GMQ082PROD with NOTICES
50174 Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 

20 15 U.S.C. 78s(b)(3)(A)(ii). 

21 17 CFR 240.19b–4(f)(2). 

22 15 U.S.C. 78s(b)(2)(B). 

proprietary products themselves. 

Numerous exchanges compete with 

each other for listings, trades, and 

market data itself, providing virtually 

limitless opportunities for entrepreneurs 

who wish to produce and distribute 

their own market data. This proprietary 

data is produced by each individual 

exchange, as well as other entities, in a 

vigorously competitive market. 

Broker-dealers currently have 

numerous alternative venues for their 

order flow, including fifteen existing 

options markets. Each SRO market 

competes to produce transaction reports 

via trade executions. Competitive 

markets for order flow, executions, and 

transaction reports provide pricing 

discipline for the inputs of proprietary 

data products. The large number of 

SROs that currently produce proprietary 

data or are currently capable of 

producing it provides further pricing 

discipline for proprietary data products. 

Each SRO is currently permitted to 

produce proprietary data products, and 

many in addition to MIAX Options 

currently do, including NASDAQ, 

CBOE, Nasdaq ISE, NYSE American, 

and NYSE Arca. Additionally, order 

routers and market data vendors can 

facilitate single or multiple brokerdealers’ production of proprietary data 

products. The potential sources of 

proprietary products are virtually 

limitless. 

Market data vendors provide another 

form of price discipline for proprietary 

data products because they control the 

primary means of access to end 

subscribers. Vendors impose price 

restraints based upon their business 

models. For example, vendors such as 

Bloomberg and Thomson Reuters that 

assess a surcharge on data they sell may 

refuse to offer proprietary products that 

end subscribers will not purchase in 

sufficient numbers. Internet portals, 

such as Google, impose a discipline by 

providing only data that will enable 

them to attract ‘‘eyeballs’’ that 

contribute to their advertising revenue. 

Retail broker-dealers, such as Schwab 

and Fidelity, offer their customers 

proprietary data only if it promotes 

trading and generates sufficient 

commission revenue. Although the 

business models may differ, these 

vendors’ pricing discipline is the same: 

they can simply refuse to purchase any 

proprietary data product that fails to 

provide sufficient value. The Exchange 

and other producers of proprietary data 

products must understand and respond 

to these varying business models and 

pricing disciplines in order to market 

proprietary data products successfully. 

In addition to the competition and 

price discipline described above, the 

market for proprietary data products is 

also highly contestable because market 

entry is rapid, inexpensive, and 

profitable. The history of electronic 

trading is replete with examples of 

entrants that swiftly grew into some of 

the largest electronic trading platforms 

and proprietary data producers: 

Archipelago, BATS Trading and Direct 

Edge. Regulation NMS, by deregulating 

the market for proprietary data, has 

increased the contestability of that 

market. While broker-dealers have 

previously published their proprietary 

data individually, Regulation NMS 

encourages market data vendors and 

broker-dealers to produce proprietary 

products cooperatively in a manner 

never before possible. Multiple market 

data vendors already have the capability 

to aggregate data and disseminate it on 

a profitable scale, including Bloomberg, 

and Thomson Reuters. 

The Court in NetCoalition concluded 

that the Commission had failed to 

demonstrate that the market for market 

data was competitive based on the 

reasoning of the Commission’s 

NetCoalition order because, in the 

Court’s view, the Commission had not 

adequately demonstrated that the 

proprietary data at issue in the case is 

used to attract order flow. The Exchange 

believes, however, that evidence not 

then before the court clearly 

demonstrates that availability of data 

attracts order flow. Due to competition 

among platforms, the Exchange intends 

to improve its platform data offerings on 

a continuing basis, and to respond 

promptly to customers’ data needs. 

The intensity of competition for 

proprietary information is significant 

and the Exchange believes that this 

proposal itself clearly evidences such 

competition. The Exchange is offering 

Historical Market Data in order to keep 

pace with changes in the industry and 

evolving customer needs. It is entirely 

optional and is geared towards 

attracting new order flow. MIAX 

Options competitors continue to create 

new market data products and 

innovative pricing in this space. In all 

cases, the Exchange expects firms and 

other parties to make decisions on how 

much and what types of data to 

consume on the basis of the total cost of 

interacting with MIAX Options or other 

exchanges. Of course, the explicit data 

fees are only one factor in a total 

platform analysis. Some competitors 

have lower transactions fees and higher 

data fees, and others are vice versa. The 

market for this proprietary information 

is highly competitive and continually 

evolves as products develop and 

change. 

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 is effective 

pursuant to Section 19(b)(3)(A)(ii) of the 

Act,20 and subparagraph (f)(2) of Rule 

19b–4 21 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) 22 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: 

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–2017–42 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–2017–42. 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 Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 50175 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81496 

(August 30, 2017), 82 FR 42206 (September 6, 2017) 

(SR–BatsEDGA–2017–22). 

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 Web site 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–2017–42 and should 

be submitted on or before November 20, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2017–23482 Filed 10–27–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81936; File No. SR– 

BatsEDGA–2017–27] 

Self-Regulatory Organizations; Bats 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Make 

Technical Corrections to Its Second 

Amended and Restated Certificate of 

Incorporation 

October 24, 2017. 

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 October 

13, 2017, Bats EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) 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 

The Exchange seeks to amend its 

Second Amended and Restated 

Certificate of Incorporation. The text of 

the proposed rule change is provided 

below. 

(additions are italicized; deletions are 

[bracketed]) 

* * * * * 

Second Amended and Restated 

Certificate of Incorporation of Bats 

EDGA Exchange, Inc. 

The name of the corporation is Bats 

EDGA Exchange, Inc. The corporation 

filed its original Certificate of 

Incorporation with the Secretary of State 

of the State of Delaware on March 9, 

2009 under the name EDGA Exchange, 

Inc. This Second Amended and Restated 

Certificate of Incorporation of the 

corporation, which restates and 

integrates and also further amends the 

provisions of the corporation’s Restated 

Certificate of Incorporation, was duly 

adopted in accordance with the 

provisions of Sections 242 and 245 of 

the General Corporation Law of the 

State of Delaware and by the written 

consent of its sole stockholder in 

accordance with Section 228 of the 

General Corporation Law of the State of 

Delaware. The [Second Amended and] 

Restated Certificate of Incorporation of 

the corporation is hereby amended, 

integrated and restated to read in its 

entirety as follows: 

* * * * * 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.bats.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 

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 parts of such 

statements. 

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

EDGA recently amended its Restated 

Certificate of Incorporation in 

connection with a corporate transaction 

(the ‘‘Transaction’’) involving, among 

other things, the recent acquisition of 

EDGA, along with Bats BYX Exchange, 

Inc. (‘‘Bats BYX’’), Bats BZX Exchange, 

Inc. (‘‘Bats BZX’’), and Bats EDGX 

Exchange, Inc. (‘‘Bats EDGX’’ and, 

together with Bats EDGA, Bats BYX, and 

Bats BZX, the ‘‘Bats Exchanges’’) by 

CBOE Holdings, Inc. (‘‘CBOE 

Holdings’’). CBOE Holdings is also the 

parent of Chicago Board Options 

Exchange, Incorporated (‘‘CBOE’’) and 

C2 Options Exchange, Incorporated 

(‘‘C2’’). Particularly, the filing proposed, 

among other things, to amend and 

restate the certificate of incorporation of 

the Exchange based on certificates of 

incorporation of CBOE and C2.3 The 

Exchange notes that in conforming the 

Exchange’s Certificate to the certificates 

of CBOE and C2, it inadvertently (1) did 

not comply with a provision of 

Delaware law and (ii) referred to an 

inaccurate version of the Certificate in 

the introductory paragraph. The 

Exchange seeks to correct those errors. 

Particularly, Section 245(c) of the 

Delaware General Corporation Law 

(DGCL) requires that a restated 

certificate of incorporation ‘‘shall state, 

either in its heading or in an 

introductory paragraph, the 

corporation’s present name, and, if it 

has been changed, the name under 

which it was originally incorporated, 

and the date of filing of its original 

certificate of incorporation with the 

secretary of state.’’ The Exchange notes 

that the conformed Certificate did not 

reference the name under which the 

corporation was originally incorporated 

(i.e., ‘‘EDGA Exchange, Inc.’’). In order 

to comply with Section 245(c) of the 

DGCL, the Exchange proposes to amend 

its Certificate to add a reference to its 

original name. 

The Exchange also notes that it 

inadvertently did not reference the 

correct version of the Certificate in two 

places in the introductory paragraph. 

Particularly, the Exchange notes that the 

third sentence of the introductory 

paragraph provides that the Second 

Amended and Restated Certificate of 

Incorporation of the corporation restated 

and integrated and also further amended 


sradovich on DSK3GMQ082PROD with NOTICES