Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.18(b)(2) Concerning the Resumption of Trading Following a Level 3 Market-Wide Circuit Breaker Halt and Make Corresponding Changes to Rules 11.23(d) and 11.24(e), 16702-16705 [2020-06119]
Download as PDF
16702
Federal Register / Vol. 85, No. 57 / Tuesday, March 24, 2020 / Notices
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) 29 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:
lotter on DSKBCFDHB2PROD with NOTICES
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBYX–2020–009 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–CboeBYX–2020–009. 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 (https://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
29 15
U.S.C. 78s(b)(2)(B).
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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–CboeBYX–2020–009 and
should be submitted on or before April
14, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.30
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–06115 Filed 3–23–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88417; File No. SR–
CboeBZX–2020–025]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend Rule
11.18(b)(2) Concerning the Resumption
of Trading Following a Level 3 MarketWide Circuit Breaker Halt and Make
Corresponding Changes to Rules
11.23(d) and 11.24(e)
March 18, 2020.
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 March 17,
2020, Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) 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 Exchange filed the
proposal as a ‘‘non-controversial’’
proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act 3 and
Rule 19b–4(f)(6) thereunder.4 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 a rule change
to amend Rule 11.18(b)(2) concerning
the resumption of trading following a
Level 3 market-wide circuit breaker halt
and make corresponding changes to
Rules 11.23(d) and 11.24(e).
The text of the proposed rule change
is also available on the Exchange’s
30 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
1 15
PO 00000
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website (https://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), 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.
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
Rule 11.18(b)(2) concerning the
resumption of trading following a Level
3 market-wide circuit breaker halt and
to amend Rules 11.23(d) and 11.24(e) to
make corresponding changes to the halt
auction and halt re-opening process
after such a halt. The Exchange is
proposing this rule change in
conjunction with other national
securities exchanges and the Financial
Industry Regulatory Authority
(‘‘FINRA’’).
Rule 11.18 provides a methodology
for determining when to halt trading in
all stocks due to extraordinary market
volatility (i.e., market-wide circuit
breakers). The market-wide circuit
breaker mechanism (‘‘MWCB’’) under
Rule 11.18 was approved by the
Commission to operate on a pilot basis,5
the term of which was to coincide with
the pilot period for the Plan to Address
Extraordinary Market Volatility
Pursuant to Rule 608 of Regulation NMS
(the ‘‘LULD Plan’’),6 including any
extensions to the pilot period for the
LULD Plan.7 The Commission recently
5 See Securities Exchange Act Release No. 67090
(May 31, 2012), 77 FR 33531 (June 6, 2012) (SR–
BATS–2011–038).
6 See Securities Exchange Act Release No. 67091
(May 31, 2012), 77 FR 33498 (June 6, 2012). The
LULD Plan provides a mechanism to address
extraordinary market volatility in individual
securities.
7 See Securities Exchange Act Release Nos. 67090
(May 31, 2012), 77 FR 33531 (June 6, 2012) (SR–
BATS–2011–038) (Approval Order); and 68851
(February 6, 2013), 78 FR 9955 (February 12, 2013)
(SR–BATS–2013–009) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change
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approved an amendment to the LULD
Plan for it to operate on a permanent,
rather than pilot, basis.8 In light of the
proposal to make the LULD Plan
permanent, the Exchange amended Rule
11.18 to untie the pilot’s effectiveness
from that of the LULD Plan and to
extend the pilot’s effectiveness to the
close of business on October 18, 2019.9
The Exchange then filed to extend the
pilot for an additional year to the close
of business on October 18, 2020.10 The
market-wide circuit breaker under Rule
11.18 provides an important, automatic
mechanism that is invoked to promote
stability and investor confidence during
a period of significant stress when
securities markets experience extreme
broad-based declines. All U.S. equity
exchanges and FINRA adopted uniform
rules on a pilot basis relating to marketwide circuit breakers in 2012 (‘‘MWCB
Rules’’), which are designed to slow the
effects of extreme price movement
through coordinated trading halts across
securities markets when severe price
declines reach levels that may exhaust
market liquidity.11 Market-wide circuit
breakers provide for trading halts in all
equities and options markets during a
severe market decline as measured by a
single-day decline in the S&P 500 Index.
Pursuant to Rule 11.18, a market-wide
trading halt will be triggered if the S&P
500 Index declines in price by specified
percentages from the prior day’s closing
price of that index. Currently, the
triggers are set at three circuit breaker
thresholds: 7% (Level 1), 13% (Level 2),
and 20% (Level 3). A market decline
that triggers a Level 1 or Level 2 halt
after 9:30 a.m. Eastern Time and before
3:25 p.m. Eastern Time would halt
market-wide trading for 15 minutes,
while a similar market decline at or after
3:25 p.m. Eastern Time would not halt
market-wide trading. A market decline
that triggers a Level 3 halt at any time
during the trading day would halt
market-wide trading until the primary
To Extend the Pilot Program Related to Trading
Pauses Due to Extraordinary Market Volatility).
8 See Securities Exchange Act Release No. 85623
(April 11, 2019), 84 FR 16086 (April 17, 2019).
9 See Securities Exchange Act Release No. 85689
(April 18, 2019), 84 FR 17217 (April 24, 2019) (SR–
CboeBZX–2019–028).
10 See Securities Exchange Act Release No. 87336
(October 17, 2019), 84 FR 56868 (October 23, 2019)
(SR–CboeBZX–2019–088).
11 See Securities Exchange Act Release No. 67090
(May 31, 2012), 77 FR 33531 (June 6, 2012) (SR–
BATS–2011–038; SR–BYX–2011–025; SR–BX–
2011–068; SRCBOE–2011–087; SR–C2–2011–024;
SR–CHX–2011–30; SR–EDGA–2011–31; SREDGX–
2011–30; SR–FINRA–2011–054; SR–ISE–2011–61;
SR–NASDAQ–2011–131; SR–NSX–2011–11; SR–
NYSE–2011–48; SR–NYSEAmex–2011–73;
SRNYSEArca–2011–68; SR–Phlx–2011–129)
(‘‘MWCB Approval Order’’).
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listing market opens the next trading
day.
Today, in the event that a Level 3
Market Decline occurs, the Exchange
would halt trading for the remainder of
the trading day, and would not resume
until the primary listing market opens
the next trading day, which time may
currently vary depending on the
primary listing market. For example, if
the primary listing market is the New
York Stock Exchange (‘‘NYSE’’), NYSE
would resume trading in its listed
securities at 9:30 a.m. Eastern Time on
the next trading day, and the Exchange
would not be able to resume trading
during the Exchange’s Early Trading
Session 12 or Pre-Opening Session.13
Alternatively, if the primary listing
market is the Nasdaq Stock Market LLC
(‘‘Nasdaq’’), Nasdaq would resume
trading in its listed securities at 4:00
a.m. Eastern Time on the next trading
day, and therefore, the Exchange would
resume trading at the commencement of
the Early Trading Session.
Upon feedback from industry
participants, the Exchange has been
working with other national securities
exchanges and FINRA to establish a
standardized approach for resuming
trading in all NMS Stocks following a
Level 3 halt. The proposed approach
would allow for the opening of all
securities the next trading day after a
Level 3 halt as a regular trading day, and
is designed to ensure that Level 3
MWCB events are handled in a more
consistent manner that is transparent for
market participants.14 As proposed, a
Level 3 halt would end at the end of the
trading day on which it is declared. This
proposed change would allow for nextday trading to resume in all NMS Stocks
no differently from any other trading
day. In other words, an exchange could
resume trading in any security when it
first begins trading under its rules and
would not need to wait for the primary
listing market to re-open trading in a
security before it could start trading
such security.15 Accordingly, under the
12 See
Exchange Rule 1.5(ee).
Exchange Rule 1.5(r).
14 Of note, the U.S. futures markets, which have
similar rules for coordinated MWCB halts, normally
begin their ‘‘next day’’ trading session at 6:00 p.m.
Eastern Time (for CFE and CME) or at 8:00 p.m.
Eastern Time (for ICE). If the U.S. futures markets
amend their MWCB rules, as needed, to allow for
normal course trading following a Level 3 halt, the
futures markets would resume trading in their
normal course at 6:00 p.m. Eastern Time (CFE and
CME) or 8:00 p.m. Eastern Time (ICE) the same day
as the Level 3 halt.
15 The Exchange notes that Nasdaq has recently
filed a similar proposal to amend its MWCB rules
on the resumption of trading following Level 3
halts, and amend their rules, where required, to
have their Level 3 next-day openings happen
normally. Further, the Exchange anticipates that
13 See
PO 00000
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Fmt 4703
Sfmt 4703
16703
proposal, the Exchange could begin
trading all securities at the beginning of
the Exchange’s Early Trading Session.
To effect this change, the Exchange
proposes to delete the language in Rule
11.18(b)(2) requiring the Exchange to
wait until the primary listing exchange
opens the next trading day following a
Level 3 Market Decline, and specify that
the Exchange will halt trading for the
remainder of the trading day.16 The
proposed rule change would therefore
allow each exchange to resume trading
in all securities the next trading day
following a Level 3 halt at whatever
time such exchange normally begins
trading under its rules, which for the
Exchange would be at the beginning of
the Early Trading Session at 7:00 a.m.
Eastern Time under its current rules.
The Exchange also expects that the
primary listing exchanges will facilitate
this change by sending resume messages
to the applicable securities information
processor (‘‘SIP’’) to lift the Level 3
trading halt message in all securities.
The resumption messages will be
disseminated after the SIP has started on
the next trading day and before the start
of the earliest pre-market trading session
of all exchanges. If a security is
separately subject to a regulatory halt
that has not ended, the primary listing
exchange would replace the Level 3 halt
message with the applicable regulatory
halt message.
As discussed above, the Exchange’s
proposed rule change to Rule 11.18
would allow each exchange to resume
trading in all securities on the day
following the Level 3 Market Decline
pursuant to its regular process for
trading on any other trading day.
Currently, the Exchange would re-open
trading following a Level 3 Market
Decline using a Halt Auction for its
listed securities, and using a halt reopening process for securities listed on
other national securities exchanges.17
With the proposed changes to the
MWCB mechanism, it would no longer
be necessary for the Exchange to have
special procedures in place to resume
trading after a Level 3 Market Decline,
as the proposed changes are designed to
allow trading to commence using
normal operating procedures.
Accordingly, the Exchange proposes to
make corresponding changes to
Exchange Rule 11.23(d), which governs
initial public offering (‘‘IPO’’) and halt
other national securities exchanges and FINRA will
also file similar proposals.
16 Presently, the Exchange’s equities trading day
ends at 8:00 p.m. ET. See Exchange Rule 1.5(c).
17 See Exchange Rules 11.23(d), 11.24(e); See also
SIP Market-Wide Circuit Breaker Overview,
available at https://www.utpplan.com/DOC/MWCB_
SIP_Overview.pdf.
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Federal Register / Vol. 85, No. 57 / Tuesday, March 24, 2020 / Notices
auctions in BZX listed securities.
Specifically, the Exchange proposes to
clarify that no halt auction will be
conducted by the Exchange following a
Level 3 Market Decline. Similarly, the
Exchange proposes to make
corresponding changes to Exchange
Rule 11.24(e), which sets forth the reopening process after a halt in non-BZXlisted securities. Specifically, the
Exchange proposes to clarify that no
halt re-opening process will be
conducted by the Exchange following a
Level 3 Market Decline. With these
changes, trading would be allowed to
commence normally on the trading day
following a Level 3 Market Decline,
similar to the resumption of trading on
certain other national securities
exchanges that would currently open
with continuous trading.18
Having a consistent approach for all
securities will make the opening process
the day after a Level 3 halt more
uniform and reduce complexity, which
the Exchange believes is important after
a significant market event. Based on
industry feedback, the Exchange
believes that opening in the normal
course in all equity securities will be
beneficial to the marketplace. By
allowing trading to resume after a Level
3 halt in all securities no differently
from any normal trading day under the
respective rules of each exchange, the
proposed rule change would provide
greater certainty to the marketplace by
ensuring a familiar experience for all
market participants that trade NMS
Stocks and balances out potential
concerns around volatility. While the
Exchange recognizes that the impact of
this proposal is to permit all securities
to be traded in the Early Trading
Session, which does not have certain
price protections for volatility such as
LULD Bands or MWCB protections, the
Exchange nonetheless believes that this
outcome is outweighed by the benefits
provided by opening in the Early
Trading Session in a manner that is
more familiar to the marketplace.
Moreover, allowing the resumption of
trading to occur on the Exchange at the
beginning of the Early Trading Session
in all NMS Stocks will allow for price
formation to occur earlier in the trading
day, which in turn allows market
participants to react to news that has
developed. As such, trading at the
beginning of regular hours may be more
orderly.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,19 in general, and furthers the
objectives of Section 6(b)(5) of the Act,20
in particular, in that it is designed 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, in general to protect
investors and the public interest. The
market-wide circuit breaker mechanism
under Rule 11.18 is an important,
automatic mechanism that is invoked to
promote stability and investor
confidence during a period of
significant stress when securities
markets experience extreme broad-based
declines. The Exchange believes that the
proposed rule change promotes just and
equitable principles of trade in that it
promotes transparency and uniformity
across markets concerning when and
how to halt trading in all stocks as a
result of extraordinary market volatility,
and how the markets will resume
trading following a Level 3 Market
Decline. As described above, the
Exchange, together with other national
securities exchanges and FINRA, is
seeking to adopt a standardized
approach related to resuming trading in
NMS Stocks after a Level 3 MWCB halt.
In this regard, the Exchange believes
that the proposal to resume trading in
all securities following a Level 3 halt in
the same manner that securities would
open trading on a regular trading day
(i.e., with continuous trading on the
Exchange at the beginning of the Early
Trading Session at 7 a.m. Eastern Time)
will benefit investors, the national
market system, Exchange members, and
the Exchange market by promoting a fair
and orderly market and reducing
confusion during a significant crossmarket event. By allowing trading to
resume after a Level 3 halt in all
securities no differently from any
normal trading day under the respective
rules of each exchange, the proposed
rule changes would provide greater
certainty to the marketplace by ensuring
a familiar experience for all market
participants that trade NMS Stocks.
Based on the foregoing, the Exchange
believes the benefits to market
participants from the MWCB under Rule
11.18 with the proposed standardized
process for resuming trading in all
securities following a Level 3 halt will
promote fair and orderly markets, and
protect investors and the public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
19 15
18 See
Nasdaq Rule 4121(c)(i). See also Id.
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20 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
Frm 00099
Fmt 4703
Sfmt 4703
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act because the
proposed Level 3 rule change described
above would standardize the opening
process for all securities on the
Exchange, which would make the
opening process the day after a Level 3
halt more uniform and reduce
complexity. Further, the Exchange
understands that FINRA and other
national securities exchanges will file
similar proposals to adopt the proposed
Level 3 rule change.21
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 22 and Rule
19b–4(f)(6) thereunder.23 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.24
A proposed rule change filed under
Rule 19b–4(f)(6) 25 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),26 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
21 See, e.g., Securities Exchange Act Release No.
88342 (March 6, 2020), 85 FR 14513 (March 12,
2020) (SR–NASDAQ–2020–003).
22 15 U.S.C. 78s(b)(3)(A)(iii).
23 17 CFR 240.19b–4(f)(6).
24 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Commission has waived the prefiling requirement.
25 17 CFR 240.19b–4(f)(6).
26 17 CFR 240.19b–4(f)(6)(iii).
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Federal Register / Vol. 85, No. 57 / Tuesday, March 24, 2020 / Notices
become operative immediately upon
filing. The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest. The
Commission notes that it approved a
substantively similarly proposed rule
change submitted by Nasdaq.27 Waiver
of the operative delay will ensure
consistency across the market centers
and the timely implementation of the
proposed rule change. Accordingly, the
Commission waives the 30-day
operative delay and designates the
proposed rule change operative upon
filing.28
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) 29 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBZX–2020–025 on the subject line.
lotter on DSKBCFDHB2PROD with NOTICES
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–-CboeBZX–2020–025. 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
27 See Securities Exchange Act Release No. 88360
(March 11, 2020) (SR–NASDAQ–2020–003).
28 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
29 15 U.S.C. 78s(b)(2)(B).
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16705
internet website (https://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–CboeBZX–2020–025 and
should be submitted on or before April
14, 2020.
2020, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.30
J. Matthew DeLesDernier,
Assistant Secretary.
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 those 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.
[FR Doc. 2020–06119 Filed 3–23–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88408; File No. SR–NYSE–
2020–16]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.08 of the NYSE Listed
Company Manual To Waive Initial
Listing Fees and First Partial Year of
Annual Listing Fees for NYSE Bonds
Securities That List in Conjunction
With Voluntary Delisting From a
Regulated Foreign Exchange
March 18, 2020.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on March 5,
30 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00100
Fmt 4703
Sfmt 4703
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Section 902.08 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
waive initial listing fees and the first
partial year of annual fees in relation to
bonds listed in conjunction with their
voluntary delisting from a regulated
foreign exchange. The proposed rule
change is available on the Exchange’s
website at www.nyse.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
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Section 902.08 of the Manual to waive
initial listing fees and the first partial
year of annual fees in relation to NYSE
Bonds Securities 4 listed in conjunction
with their voluntary delisting 5 from a
4 As defined in Section 902.08, NYSE Bonds
Securities include structured products listed under
Section 703.19 and traded on NYSE Bonds and all
debt securities listed under Sections 102.03 and
103.05 (excluding non-listed debt of NYSE issuers
and affiliate companies and domestic listed debt of
issuers exempt from registration under the Act).
5 A voluntary delisting for this purpose occurs
where the securities in question are not subject to
delisting on the foreign regulated exchange for any
regulatory reason but are being delisted solely by
the choice of the issuer.
E:\FR\FM\24MRN1.SGM
24MRN1
Agencies
[Federal Register Volume 85, Number 57 (Tuesday, March 24, 2020)]
[Notices]
[Pages 16702-16705]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06119]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88417; File No. SR-CboeBZX-2020-025]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 11.18(b)(2) Concerning the Resumption of Trading Following a Level
3 Market-Wide Circuit Breaker Halt and Make Corresponding Changes to
Rules 11.23(d) and 11.24(e)
March 18, 2020.
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 March 17, 2020, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') 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 Exchange
filed the proposal as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes a rule change to amend Rule 11.18(b)(2)
concerning the resumption of trading following a Level 3 market-wide
circuit breaker halt and make corresponding changes to Rules 11.23(d)
and 11.24(e).
The text of the proposed rule change is also available on the
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), 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.
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 Rule 11.18(b)(2) concerning the
resumption of trading following a Level 3 market-wide circuit breaker
halt and to amend Rules 11.23(d) and 11.24(e) to make corresponding
changes to the halt auction and halt re-opening process after such a
halt. The Exchange is proposing this rule change in conjunction with
other national securities exchanges and the Financial Industry
Regulatory Authority (``FINRA'').
Rule 11.18 provides a methodology for determining when to halt
trading in all stocks due to extraordinary market volatility (i.e.,
market-wide circuit breakers). The market-wide circuit breaker
mechanism (``MWCB'') under Rule 11.18 was approved by the Commission to
operate on a pilot basis,\5\ the term of which was to coincide with the
pilot period for the Plan to Address Extraordinary Market Volatility
Pursuant to Rule 608 of Regulation NMS (the ``LULD Plan''),\6\
including any extensions to the pilot period for the LULD Plan.\7\ The
Commission recently
[[Page 16703]]
approved an amendment to the LULD Plan for it to operate on a
permanent, rather than pilot, basis.\8\ In light of the proposal to
make the LULD Plan permanent, the Exchange amended Rule 11.18 to untie
the pilot's effectiveness from that of the LULD Plan and to extend the
pilot's effectiveness to the close of business on October 18, 2019.\9\
The Exchange then filed to extend the pilot for an additional year to
the close of business on October 18, 2020.\10\ The market-wide circuit
breaker under Rule 11.18 provides an important, automatic mechanism
that is invoked to promote stability and investor confidence during a
period of significant stress when securities markets experience extreme
broad-based declines. All U.S. equity exchanges and FINRA adopted
uniform rules on a pilot basis relating to market-wide circuit breakers
in 2012 (``MWCB Rules''), which are designed to slow the effects of
extreme price movement through coordinated trading halts across
securities markets when severe price declines reach levels that may
exhaust market liquidity.\11\ Market-wide circuit breakers provide for
trading halts in all equities and options markets during a severe
market decline as measured by a single-day decline in the S&P 500
Index. Pursuant to Rule 11.18, a market-wide trading halt will be
triggered if the S&P 500 Index declines in price by specified
percentages from the prior day's closing price of that index.
Currently, the triggers are set at three circuit breaker thresholds: 7%
(Level 1), 13% (Level 2), and 20% (Level 3). A market decline that
triggers a Level 1 or Level 2 halt after 9:30 a.m. Eastern Time and
before 3:25 p.m. Eastern Time would halt market-wide trading for 15
minutes, while a similar market decline at or after 3:25 p.m. Eastern
Time would not halt market-wide trading. A market decline that triggers
a Level 3 halt at any time during the trading day would halt market-
wide trading until the primary listing market opens the next trading
day.
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\5\ See Securities Exchange Act Release No. 67090 (May 31,
2012), 77 FR 33531 (June 6, 2012) (SR-BATS-2011-038).
\6\ See Securities Exchange Act Release No. 67091 (May 31,
2012), 77 FR 33498 (June 6, 2012). The LULD Plan provides a
mechanism to address extraordinary market volatility in individual
securities.
\7\ See Securities Exchange Act Release Nos. 67090 (May 31,
2012), 77 FR 33531 (June 6, 2012) (SR-BATS-2011-038) (Approval
Order); and 68851 (February 6, 2013), 78 FR 9955 (February 12, 2013)
(SR-BATS-2013-009) (Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Extend the Pilot Program Related to Trading
Pauses Due to Extraordinary Market Volatility).
\8\ See Securities Exchange Act Release No. 85623 (April 11,
2019), 84 FR 16086 (April 17, 2019).
\9\ See Securities Exchange Act Release No. 85689 (April 18,
2019), 84 FR 17217 (April 24, 2019) (SR-CboeBZX-2019-028).
\10\ See Securities Exchange Act Release No. 87336 (October 17,
2019), 84 FR 56868 (October 23, 2019) (SR-CboeBZX-2019-088).
\11\ See Securities Exchange Act Release No. 67090 (May 31,
2012), 77 FR 33531 (June 6, 2012) (SR-BATS-2011-038; SR-BYX-2011-
025; SR-BX-2011-068; SRCBOE-2011-087; SR-C2-2011-024; SR-CHX-2011-
30; SR-EDGA-2011-31; SREDGX-2011-30; SR-FINRA-2011-054; SR-ISE-2011-
61; SR-NASDAQ-2011-131; SR-NSX-2011-11; SR-NYSE-2011-48; SR-
NYSEAmex-2011-73; SRNYSEArca-2011-68; SR-Phlx-2011-129) (``MWCB
Approval Order'').
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Today, in the event that a Level 3 Market Decline occurs, the
Exchange would halt trading for the remainder of the trading day, and
would not resume until the primary listing market opens the next
trading day, which time may currently vary depending on the primary
listing market. For example, if the primary listing market is the New
York Stock Exchange (``NYSE''), NYSE would resume trading in its listed
securities at 9:30 a.m. Eastern Time on the next trading day, and the
Exchange would not be able to resume trading during the Exchange's
Early Trading Session \12\ or Pre-Opening Session.\13\ Alternatively,
if the primary listing market is the Nasdaq Stock Market LLC
(``Nasdaq''), Nasdaq would resume trading in its listed securities at
4:00 a.m. Eastern Time on the next trading day, and therefore, the
Exchange would resume trading at the commencement of the Early Trading
Session.
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\12\ See Exchange Rule 1.5(ee).
\13\ See Exchange Rule 1.5(r).
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Upon feedback from industry participants, the Exchange has been
working with other national securities exchanges and FINRA to establish
a standardized approach for resuming trading in all NMS Stocks
following a Level 3 halt. The proposed approach would allow for the
opening of all securities the next trading day after a Level 3 halt as
a regular trading day, and is designed to ensure that Level 3 MWCB
events are handled in a more consistent manner that is transparent for
market participants.\14\ As proposed, a Level 3 halt would end at the
end of the trading day on which it is declared. This proposed change
would allow for next-day trading to resume in all NMS Stocks no
differently from any other trading day. In other words, an exchange
could resume trading in any security when it first begins trading under
its rules and would not need to wait for the primary listing market to
re-open trading in a security before it could start trading such
security.\15\ Accordingly, under the proposal, the Exchange could begin
trading all securities at the beginning of the Exchange's Early Trading
Session.
---------------------------------------------------------------------------
\14\ Of note, the U.S. futures markets, which have similar rules
for coordinated MWCB halts, normally begin their ``next day''
trading session at 6:00 p.m. Eastern Time (for CFE and CME) or at
8:00 p.m. Eastern Time (for ICE). If the U.S. futures markets amend
their MWCB rules, as needed, to allow for normal course trading
following a Level 3 halt, the futures markets would resume trading
in their normal course at 6:00 p.m. Eastern Time (CFE and CME) or
8:00 p.m. Eastern Time (ICE) the same day as the Level 3 halt.
\15\ The Exchange notes that Nasdaq has recently filed a similar
proposal to amend its MWCB rules on the resumption of trading
following Level 3 halts, and amend their rules, where required, to
have their Level 3 next-day openings happen normally. Further, the
Exchange anticipates that other national securities exchanges and
FINRA will also file similar proposals.
---------------------------------------------------------------------------
To effect this change, the Exchange proposes to delete the language
in Rule 11.18(b)(2) requiring the Exchange to wait until the primary
listing exchange opens the next trading day following a Level 3 Market
Decline, and specify that the Exchange will halt trading for the
remainder of the trading day.\16\ The proposed rule change would
therefore allow each exchange to resume trading in all securities the
next trading day following a Level 3 halt at whatever time such
exchange normally begins trading under its rules, which for the
Exchange would be at the beginning of the Early Trading Session at 7:00
a.m. Eastern Time under its current rules. The Exchange also expects
that the primary listing exchanges will facilitate this change by
sending resume messages to the applicable securities information
processor (``SIP'') to lift the Level 3 trading halt message in all
securities. The resumption messages will be disseminated after the SIP
has started on the next trading day and before the start of the
earliest pre-market trading session of all exchanges. If a security is
separately subject to a regulatory halt that has not ended, the primary
listing exchange would replace the Level 3 halt message with the
applicable regulatory halt message.
---------------------------------------------------------------------------
\16\ Presently, the Exchange's equities trading day ends at 8:00
p.m. ET. See Exchange Rule 1.5(c).
---------------------------------------------------------------------------
As discussed above, the Exchange's proposed rule change to Rule
11.18 would allow each exchange to resume trading in all securities on
the day following the Level 3 Market Decline pursuant to its regular
process for trading on any other trading day. Currently, the Exchange
would re-open trading following a Level 3 Market Decline using a Halt
Auction for its listed securities, and using a halt re-opening process
for securities listed on other national securities exchanges.\17\ With
the proposed changes to the MWCB mechanism, it would no longer be
necessary for the Exchange to have special procedures in place to
resume trading after a Level 3 Market Decline, as the proposed changes
are designed to allow trading to commence using normal operating
procedures. Accordingly, the Exchange proposes to make corresponding
changes to Exchange Rule 11.23(d), which governs initial public
offering (``IPO'') and halt
[[Page 16704]]
auctions in BZX listed securities. Specifically, the Exchange proposes
to clarify that no halt auction will be conducted by the Exchange
following a Level 3 Market Decline. Similarly, the Exchange proposes to
make corresponding changes to Exchange Rule 11.24(e), which sets forth
the re-opening process after a halt in non-BZX-listed securities.
Specifically, the Exchange proposes to clarify that no halt re-opening
process will be conducted by the Exchange following a Level 3 Market
Decline. With these changes, trading would be allowed to commence
normally on the trading day following a Level 3 Market Decline, similar
to the resumption of trading on certain other national securities
exchanges that would currently open with continuous trading.\18\
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\17\ See Exchange Rules 11.23(d), 11.24(e); See also SIP Market-
Wide Circuit Breaker Overview, available at https://www.utpplan.com/DOC/MWCB_SIP_Overview.pdf.
\18\ See Nasdaq Rule 4121(c)(i). See also Id.
---------------------------------------------------------------------------
Having a consistent approach for all securities will make the
opening process the day after a Level 3 halt more uniform and reduce
complexity, which the Exchange believes is important after a
significant market event. Based on industry feedback, the Exchange
believes that opening in the normal course in all equity securities
will be beneficial to the marketplace. By allowing trading to resume
after a Level 3 halt in all securities no differently from any normal
trading day under the respective rules of each exchange, the proposed
rule change would provide greater certainty to the marketplace by
ensuring a familiar experience for all market participants that trade
NMS Stocks and balances out potential concerns around volatility. While
the Exchange recognizes that the impact of this proposal is to permit
all securities to be traded in the Early Trading Session, which does
not have certain price protections for volatility such as LULD Bands or
MWCB protections, the Exchange nonetheless believes that this outcome
is outweighed by the benefits provided by opening in the Early Trading
Session in a manner that is more familiar to the marketplace. Moreover,
allowing the resumption of trading to occur on the Exchange at the
beginning of the Early Trading Session in all NMS Stocks will allow for
price formation to occur earlier in the trading day, which in turn
allows market participants to react to news that has developed. As
such, trading at the beginning of regular hours may be more orderly.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\19\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\20\ in particular, in that it is designed 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, in general to protect investors and the public
interest. The market-wide circuit breaker mechanism under Rule 11.18 is
an important, automatic mechanism that is invoked to promote stability
and investor confidence during a period of significant stress when
securities markets experience extreme broad-based declines. The
Exchange believes that the proposed rule change promotes just and
equitable principles of trade in that it promotes transparency and
uniformity across markets concerning when and how to halt trading in
all stocks as a result of extraordinary market volatility, and how the
markets will resume trading following a Level 3 Market Decline. As
described above, the Exchange, together with other national securities
exchanges and FINRA, is seeking to adopt a standardized approach
related to resuming trading in NMS Stocks after a Level 3 MWCB halt. In
this regard, the Exchange believes that the proposal to resume trading
in all securities following a Level 3 halt in the same manner that
securities would open trading on a regular trading day (i.e., with
continuous trading on the Exchange at the beginning of the Early
Trading Session at 7 a.m. Eastern Time) will benefit investors, the
national market system, Exchange members, and the Exchange market by
promoting a fair and orderly market and reducing confusion during a
significant cross-market event. By allowing trading to resume after a
Level 3 halt in all securities no differently from any normal trading
day under the respective rules of each exchange, the proposed rule
changes would provide greater certainty to the marketplace by ensuring
a familiar experience for all market participants that trade NMS
Stocks. Based on the foregoing, the Exchange believes the benefits to
market participants from the MWCB under Rule 11.18 with the proposed
standardized process for resuming trading in all securities following a
Level 3 halt will promote fair and orderly markets, and protect
investors and the public interest.
---------------------------------------------------------------------------
\19\ 15 U.S.C. 78f(b).
\20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 not necessary or appropriate in
furtherance of the purposes of the Act because the proposed Level 3
rule change described above would standardize the opening process for
all securities on the Exchange, which would make the opening process
the day after a Level 3 halt more uniform and reduce complexity.
Further, the Exchange understands that FINRA and other national
securities exchanges will file similar proposals to adopt the proposed
Level 3 rule change.\21\
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\21\ See, e.g., Securities Exchange Act Release No. 88342 (March
6, 2020), 85 FR 14513 (March 12, 2020) (SR-NASDAQ-2020-003).
---------------------------------------------------------------------------
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \22\ and Rule 19b-4(f)(6) thereunder.\23\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\24\
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\22\ 15 U.S.C. 78s(b)(3)(A)(iii).
\23\ 17 CFR 240.19b-4(f)(6).
\24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Commission has waived the pre-filing requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \25\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\26\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may
[[Page 16705]]
become operative immediately upon filing. The Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest. The Commission notes that it
approved a substantively similarly proposed rule change submitted by
Nasdaq.\27\ Waiver of the operative delay will ensure consistency
across the market centers and the timely implementation of the proposed
rule change. Accordingly, the Commission waives the 30-day operative
delay and designates the proposed rule change operative upon
filing.\28\
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\25\ 17 CFR 240.19b-4(f)(6).
\26\ 17 CFR 240.19b-4(f)(6)(iii).
\27\ See Securities Exchange Act Release No. 88360 (March 11,
2020) (SR-NASDAQ-2020-003).
\28\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
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) \29\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\29\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeBZX-2020-025 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--CboeBZX-2020-025. 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 (https://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-CboeBZX-2020-025 and
should be submitted on or before April 14, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
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\30\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-06119 Filed 3-23-20; 8:45 am]
BILLING CODE 8011-01-P