Justia Agencies And Commissions Securities And Exchange Commission Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rules Governing the Trading of Equity Securities on the Exchange Through a Facility of the Exchange Known as the Boston Security Token Exchange, 51250-51291 [2020-17967]

Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rules Governing the Trading of Equity Securities on the Exchange Through a Facility of the Exchange Known as the Boston Security Token Exchange, 51250-51291 [2020-17967]

Download as PDF 51250 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices SECURITIES AND EXCHANGE COMMISSION [Release No. 34–89536; File No. SR–BOX– 2020–14] Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rules Governing the Trading of Equity Securities on the Exchange Through a Facility of the Exchange Known as the Boston Security Token Exchange August 12, 2020. On May 21, 2020, BOX Exchange LLC (‘‘Exchange’’ or ‘‘BOX’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to adopt rules governing the listing and trading of equity securities that would be NMS stocks on the Exchange through a facility of the Exchange known as the Boston Security Token Exchange LLC (‘‘BSTX’’). The proposed rule change was published for comment in the Federal Register on June 1, 2020.3 On July 16, 2020, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On July 31, 2020, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed.6 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 88946 (May 26, 2020), 85 FR 33454 (June 1, 2020) (‘‘Notice’’). Comment received on the Notice is available on the Commission’s website at: https:// www.sec.gov/comments/sr-box-2020-14/ srbox202014.htm. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 89328 (July 16, 2020), 85 FR 44338 (July 22, 2020). The Commission designated August 30, 2020, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 In Amendment No. 1, the Exchange revised the proposal to: (i) Change the name used to refer to BSTX-listed securities from ‘‘security tokens’’ to ‘‘Securities’’; (ii) eliminate the proposed requirement for trades on the Exchange to settle one business day after the trade date (‘‘T+1’’), which is not the settlement cycle for NMS stock; (iii) add proposed rule text that the Exchange describes as containing measures to ensure the accuracy of endof-day security token balance reports; (iv) add proposed rule text specifying that the time by which Exchange members must report end-of-day jbell on DSKJLSW7X2PROD with NOTICES2 2 17 VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 In Amendment No. 1 to the proposed rule change, the Exchange states that the proposed rule change was previously filed with the Commission as SR–BOX– 2019–19, which the Exchange amended twice, and that the current proposed rule change, SR–BOX–2020–14, is ‘‘substantively identical’’ to previouslyfiled proposed rule change, SR–BOX– 2019–19, as modified by Amendment No. 2 thereto.7 SR–BOX–2019–19, as modified by Amendment 2 thereto, was published for comment in the Federal Register on March 6, 2020.8 The Commission received comments on the substance of SR–BOX–2019–19, as well as responses submitted by BOX.9 BOX withdrew proposed rule change SR– BOX–2019–19 on May 12, 2020.10 As applicable and discussed below, the Commission will consider comments security token balances to the Exchange will be set forth by the Exchange via regulatory circular; (v) provide additional description of several aspects of the proposal, including end-of-day security token balance reporting and implications of the trading of BSTX-listed security tokens on other national securities exchanges on the end-of-day reporting process; and (vi) make technical and conforming changes. Amendment No. 1 is available on the Commission’s website at: https://www.sec.gov/ comments/sr-box-2020-14/srbox202014-7570237222233.pdf. On July 31, 2020, the Exchange also submitted a letter to the Commission requesting that the Commission concur with Exchange’s conclusion that members that enter orders into BSTX’s trading system satisfy the conditions of Rule 11a2–2(T) under the Act (17 CFR 240.11a2–2(T)). See Letter from Lisa Fall, President, BOX, to Vanessa Countryman, Secretary, Commission, and Tyler Raimo, Assistant Director, Division of Trading and Markets, Commission dated January 31, 2020, available at https://www.sec.gov/comments/sr-box2020-14/srbox202014-7506169-221931.pdf. 7 See Amendment No. 1, supra note 6, at 5, n.3. 8 See Securities Exchange Act Release No. 88300 (February 28, 2020), 85 FR 13242 (March 6, 2020) (Notice of Filing of Amendment No. 2 to Proposed Rule Change). See also Securities Exchange Act Release Nos. 87287 (October 11, 2019), 84 FR 56022 (October 18, 2019) (Notice of Filing of Proposed Rule Change) (noticing SR–BOX–2019–19 as originally filed); and 88002 (January 16, 2020), 85 FR 4040 (January 23, 2020) (Notice of Filing of Amendment No. 1 and Order Instituting Proceedings) (noticing Amendment No. 1 to SR– BOX–2019–19 and instituting proceedings to determine whether to disapprove the proposed rule change as modified by Amendment No. 1). The only differences between SR–BOX–2019–19, as modified by Amendment No. 2, and SR–BOX–2020–14 relate to: Removal of references to Amendment No. 2; modification of a reference to Exhibit 5 to the filing; modification of the description of BSTX ownership interests to reflect the addition of a small percentage (less than 10%) of non-voting economic interest-holders; updating a reference to a related filing (SR–BOX–2019–37, which was also withdrawn and refiled as SR–BOX–2020–16); corrections to citations; and grammatical corrections. 9 Comments on SR–BOX–2019–19 can be found at: https://www.sec.gov/comments/sr-box-2019-19/ srbox201919.htm. These comments also include response letters from the Exchange. 10 See Securities Exchange Act Release No. 89018 (June 4, 2020), 85 FR 35458 (June 10, 2020) (Notice of Withdrawal of a Proposed Rule Change). PO 00000 Frm 00002 Fmt 4701 Sfmt 4703 submitted on SR–BOX–2019–19 and SR–BOX–2020–14 in its review of SR– BOX–2020–14. The Commission is publishing this notice and order to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons and to institute proceedings pursuant to Section 19(b)(2)(B) of the Act 11 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. I. The Exchange’s Description of the Proposed Rule Change, as Modified by Amendment No. 1 Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of 1934 as amended (‘‘Exchange Act’’),12 BOX Exchange LLC (‘‘BOX or the ‘‘Exchange’’) is filing with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) a proposed rule change to adopt rules to govern the trading of equity securities on the Exchange through a facility of the Exchange known as Boston Security Token Exchange LLC (‘‘BSTX’’). As described more fully below, BSTX would operate a fully automated, price/time priority execution system for the trading of ‘‘Securities,’’ which would be equity securities that meet BSTX listing standards and for which ancillary records of ownership would be able to be created and maintained using distributed ledger (or ‘‘blockchain’’) technology. The proposed additions to the Exchange’s Rules setting forth new Rule Series 17000–28000 are included as Exhibit 5A. All text set forth in Exhibit 5A would be added to the Exchange’s rules and therefore underlining of the text is omitted to improve readability. Forms proposed to be used in connection with the proposed rule change, such as the application to become a BSTX Participant, are included as Exhibits 3A through 3N. In addition, the Exchange proposes to make certain amendments to several existing BOX Rules to facilitate trading on BSTX. The proposed changes to the existing BOX Rules would not change the core purpose of the subject Rules or the functionality of other BOX trading systems and facilities. Specifically, the Exchange is seeking to amend BOX Rules 100, 2020, 2060, 3180, 7130, 7150, 7230, 7245, IM–8050–3, 11010, 11030, 12030, and 12140. These proposed changes are set forth in Exhibit 5B. Material proposed to be added to the Rule as currently in effect is underlined 11 15 12 15 E:\FR\FM\19AUN2.SGM U.S.C. 78s(b)(2)(B). U.S.C. 78s(b)(1). 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices and material proposed to be deleted is bracketed. All capitalized terms not defined herein have the same meaning as set forth in the Exchange’s Rules.13 The text of the proposed rule change is available from the principal office of the Exchange, at the Commission’s Public Reference Room and also on the Exchange’s internet website at https:// boxoptions.com. II. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change jbell on DSKJLSW7X2PROD with NOTICES2 1. Purpose The Exchange is proposing to adopt a series of rules to govern the trading of equity securities through a facility of the Exchange known as BSTX and make certain amendments to the existing BOX rules to facilitate trading on BSTX.14 As described more fully below, BSTX 13 The Exchange’s Rules can be found on the Exchange’s public website: https://boxoptions.com/ regulatory/rulebook-filings/. 14 The Exchange notes that the proposed rule change was previously filed with the Commission as SR–BOX–2019–19, Exchange Act Release No. 87287 (Oct. 11, 2019), 84 FR 56002 (October 18, 2019) and was amended twice. See Exchange Act Release No. 88634 (Apr. 14, 2020), 85 FR 21906 (Apr. 20, 2020). This proposal (SR–BOX–2020–14) is substantively identical to SR–BOX–2019–19, as amended. The Exchange proposes an amendment to SR–BOX–2020–14 to address certain additional comments received from Commission staff as well as to address the comment letter received on the proposal. See Letter from Ellen Greene, Managing Director, Equities & Options Market Structure, Securities Industry and Financial Markets Association (‘‘SIFMA’’) and Thomas F. Price, Managing Director Operations, Technology, Cyber & BCP, SIFMA, to Vanessa Countryman, Secretary, Commission (June 23, 2020) (‘‘SIFMA June Letter’’), https://www.sec.gov/comments/sr-box-2020-14/ srbox202014-7340739-218667.pdf. The primary changes to the proposal set forth in this amendment are to: (i) Eliminate the proposed use of T+1 as the standard settlement cycle for trades occurring on BSTX, meaning that trades will now settle ‘‘regular way’’ on a T+2 basis; (ii) provide additional clarifying guidance with respect to certain aspects of the proposal; and (3) change the name of BSTXlisted securities from ‘‘security tokens’’ to ‘‘Securities.’’ VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 would operate a fully automated, price/ time priority execution system (‘‘BSTX System’’) for the trading of securities that will be considered ‘‘Securities’’ under the proposed rules. The ‘‘Securities’’ 15 under the proposed rules would be equity securities that meet BSTX listing standards, and that trade on the BSTX System, and for which ancillary records of ownership would be able to be created and maintained using distributed ledger technology. These ancillary records of ownership that would be maintained using distributed ledger technology would not be official records of Security ownership. Instead, as described further herein, such records would be ancillary records that would reflect certain end-of-day Security position balance information as reported by market participants. All BOX Participants would be eligible to participate in BSTX provided that they become a BSTX Participant pursuant to the proposed rules. Under the proposed rules, BSTX would serve as the listing market for eligible companies that wish to issue their registered securities as Securities. Securities would trade as NMS stock.16 The Exchange is not proposing rules that would support its extension of unlisted trading privileges to other NMS stock, and accordingly the Exchange does not intend to extend any such unlisted trading privileges in connection with this proposal. The Exchange would therefore only trade Securities listed on BSTX unless and until it proposes and receives Commission approval for rules that would support trading in other types of securities, including through any extension of unlisted trading privileges to other NMS stock. A guide to the structure of the proposed rule change is described immediately below. I. Guide to the Scope of the Proposed Rule Change The proposal for trading of securities that will be ‘‘Securities’’ (under the BSTX Rules, as defined below) through 15 As discussed further below, BSTX proposes to use the term ‘‘Security’’ to refer to BSTX-listed securities to distinguish them from other securities that are not designed to use blockchain technology as an ancillary recordkeeping mechanism. Given that an investor seeking to obtain a Security would go through the normal channels of investing as he would for other NMS stock (e.g., through his or her broker) rather than the process for obtaining a blockchain-native asset by accessing a cryptocurrency exchange and/or a hardware wallet, there appears to be little opportunity for confusion. Even if some form of confusion occurred regarding whether an asset was an uncertificated security held at DTC versus a blockchain-native asset, such confusion would not be meaningful since an investor would receive equity rights in the listing company in either case. 16 17 CFR 242.600(b)(48). PO 00000 Frm 00003 Fmt 4701 Sfmt 4703 51251 BSTX generally involves changes to existing BOX Rules and new BOX Rules pertaining specifically to BSTX (‘‘BSTX Rules’’). In addition, BSTX corporate governance documents as well as certain discrete changes to existing BOX corporate governance documents are necessary, which the Exchange has submitted to the Commission through separate proposed rule changes. To support the trading of Securities through BSTX, certain conforming changes are proposed to existing BOX Rules and entirely new BSTX Rules are also proposed as Rule Series 17000 through 28000.17 Each of those new Rule Series and the provisions thereunder are described in greater detail below. Where the BSTX Rules are based on existing rules of another national securities exchange, the source rule from the relevant exchange is noted along with a discussion of notable differences between the source rule and the proposed BSTX Rule. The proposed BSTX Rules are addressed in Part III below and they generally cover the following areas: • Section 17000—General Provisions of BSTX; • Section 18000—Participation on BSTX; • Section 19000—Business Conduct for BSTX Participants; • Section 20000—Financial and Operational Rules for BSTX Participants; • Section 21000—Supervision; • Section 22000—Miscellaneous Provisions; • Section 23000—Trading Practice Rules; • Section 24000—Discipline and Summary Suspension; • Section 25000—Trading Rules; • Section 25200—Market Making on BSTX; • Section 26000—BSTX Listing Rules; • Section 27000—Suspension and Delisting; • Section 27100—Guide to Filing Requirements; • Section 27200—Procedures for Review of Exchange Listing Determinations; and • Section 28000—Dues, Fees, Assessments and Other Charges. II. Overview of BSTX and Considerations Related to the Listing, Trading and Clearance and Settlement of Securities A. The Joint Venture and Ownership of BSTX On June 19, 2018, t0.com Inc. (‘‘tZERO’’) and BOX Digital Markets 17 The proposed changes to BOX Rules and the proposed BSTX Rules are attached as Exhibits 5B and 5A, respectively. E:\FR\FM\19AUN2.SGM 19AUN2 51252 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices LLC (‘‘BOX Digital’’) announced a joint venture to facilitate the trading of Securities on the Exchange.18 As part of the joint venture, BOX Digital, which is a subsidiary of BOX Holdings Group LLC, and tZERO each own 50% of the voting class of equity and over 45% economic interest of BSTX LLC. Pursuant to the BSTX LLC Agreement, BOX Digital and tZERO will perform certain specified functions with respect to the operation of BSTX. As noted, these details, as well as the proposed governance structure of the joint venture and accompanying changes to the Exchange’s current governance documents and bylaws, will be the subject of a separate proposed rule change that the Exchange plans to submit to the Commission. jbell on DSKJLSW7X2PROD with NOTICES2 B. BSTX Is a Facility of BOX That Would Support Trading in the New Asset Class of Securities for BOX BSTX would operate as a facility 19 of BOX, which is a national securities exchange registered with the SEC. As a facility of BOX, BSTX’s operations would be subject to applicable requirements in Sections 6 and 19 of the Exchange Act, among other applicable rules and regulations.20 Currently, BOX functions as an exchange only for standardized options. While BSTX may eventually support a wider variety of securities, subject to Commission approval, at the time that BSTX commences operations it would only support trading in Securities that are equity securities. Accordingly, this represents a new asset class for BOX, and this proposal sets forth the changes and additions to the Exchange’s rules to support the trading of equity securities as Securities on BSTX. The Exchange proposes to use the term ‘‘Security’’ 21 to describe the BSTX18 See tZERO and BOX Digital Markets Sign Deal to Create Joint Venture, Business Wire (June 19, 2018), available at https://www.businesswire.com/ news/home/20180619005897/en/tZERO-BOXDigital-Markets-Sign-Deal-Create. 19 15 U.S.C. 78c(a)(2). Section 3(a)(2) of the Exchange Act, provides that ‘‘the term ‘facility’ when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service.’’ Because BSTX will share certain systems of the Exchange, BSTX is a facility of the Exchange. 20 15 U.S.C. 78f; 15 U.S.C. 78s. 21 The Exchange proposes to define the term ‘‘Security’’ to mean NMS stock, as defined in Rule 600(b)(47) of the Exchange Act, trading on the BSTX System and for which ancillary Ethereum blockchain records are maintained under the BSTX Rules. See proposed Rule 17000(a)(30). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 listed securities that would use blockchain technology as an ancillary recordkeeping mechanism, as described in further detail below. However, ownership of securities that are Securities under the BSTX rules would still be able to be transferred without regard to the blockchain-based ancillary recordkeeping functionality (as also described further below). Notwithstanding this, the Exchange believes that it is appropriate to use the term ‘‘Securities’’ to distinguish them from other securities for which there is no related legal and regulatory structure that is designed to use blockchain technology as an ancillary recordkeeping mechanism and as a way of indicating the additional proposed obligations of BSTX Participants trading Securities to obtain a wallet address and report end-of-day Security balances to BSTX.22 The legal significance, therefore, of a ‘‘Security’’ is that it will be an equity security that is approved for listing on BSTX, and that trades on the BSTX System, and for which BSTX Participants are therefore required under BSTX Rule 17020 to obtain a whitelisted wallet address and report certain end-of-day Security position balance information to BSTX. A security that is offered by an issuer with the intent of it becoming listed on BSTX would therefore not become a ‘‘Security’’ under the proposed BSTX Rules unless and until it actually does become listed on BSTX and trades on the BSTX System. The Exchange believes that the obligations on a BSTX Participant under the proposal to obtain a wallet address and to report certain end-of-day Security position balance information to BSTX are the only legal rights or obligations associated with Securities that would differ from how NMS stock is generally traded by market participants today.23 C. Securities Would Be NMS Stocks The Securities would qualify as NMS stocks pursuant to Regulation NMS,24 which defines the term ‘‘NMS security’’ in relevant part to mean ‘‘any security or class of securities for which transaction reports are collected, processed and made available pursuant to an effective transaction reporting plan. . . .’’ 25 The Exchange plans to 22 See Part II, Sections G and J for further description of these obligations. 23 The Exchange notes that its proposed Rule 17000(a)(30) defines ‘‘Security’’ to mean an ‘‘NMS stock, as defined in Rule 600(b)(47) of the Exchange Act, trading on the BSTX System and for which ancillary Ethereum blockchain records are maintained . . .’’ 24 17 CFR 242.600 through 613. 25 17 CFR 242.600(b)(47). PO 00000 Frm 00004 Fmt 4701 Sfmt 4703 join existing transaction reporting plans, as discussed in Part VIII below, for the purposes of Security quotation and transaction reporting.26 The term ‘‘NMS stock’’ means ‘‘any NMS security other than an option’’ 27 and therefore Securities traded on BSTX that represent equity securities will be classified as NMS stock. Securities would meet the definition of NMS stocks and would trade, clear, and settle in the same manner as all other NMS stocks traded today. The Exchange will also collect ancillary records related to Securities, as discussed herein. In this way, Securities are entirely compatible with the existing NMS structure, with one additional reporting and recordkeeping component specific to BSTX Participants.28 As described in further detail below, the ancillary recordkeeping process would in no way modify or alter market participants’ obligations under Regulation NMS. D. BSTX Would Support Trading of Registered Securities All Securities traded on BSTX would generally be required to be registered with the Commission under both Section 12 of the Exchange Act 29 and Section 6 of the Securities Act of 1933 (‘‘Securities Act’’).30 BSTX would not support trading of Securities offered under an exemption from registration for public offerings, with the exception of certain offerings under Regulation A 26 17 CFR 242.601(a)(1). The Rule states in relevant part that ‘‘every national securities exchange shall file [with the SEC] a transaction reporting plan regarding transactions in listed equity and Nasdaq securities executed through its facilities . . . .’’ 27 17 CFR 242.600(b)(47). 28 The SIFMA June Letter stated primarily that SIFMA believed that the Exchange had not fully addressed the concerns SIFMA raised in an earlier comment submitted to SR–BOX–2019–19 in April 2020, though SIFMA only noted a single specific example regarding the proposed use of T+1 settlement rather than T+2 settlement. See Letter from Ellen Greene, Managing Director, Equities & Options Market Structure, SIFMA and Thomas F. Price, Managing Director Operations, Technology, Cyber & BCP, SIFMA, to Vanessa Countryman, Secretary, Commission, re: SR–BOX–2019–19 (Apr. 22, 2020) (‘‘SIFMA April Letter’’) https:// www.sec.gov/comments/sr-box-2019-19/ srbox201919-7105488-215831.pdf. The Exchange responded to the SIFMA April Letter on April 27, 2020. See Letter from Lisa Fall, president, BOX Exchange LLC to Vanessa Countryman, Secretary, Commission re: SR–BOX–2019–19 (Apr. 27, 2020), https://www.sec.gov/comments/sr-box-2019-19/ srbox201919-7105488-215831.pdf. The Exchange proposes to eliminate T+1 settlement in this amendment and instead expects that trades would clear through NSCC using T+2 settlement as is the case today on the other equities exchanges for confirmed trades in NMS stock. The Exchange has endeavored to address other concerns raised in the SIFMA April Letter through this amendment 1. 29 15 U.S.C. 78l. 30 15 U.S.C. 77f. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices that meet the proposed BSTX listing standards. jbell on DSKJLSW7X2PROD with NOTICES2 E. Clearance and Settlement of Securities BSTX would maintain certain rules, as described below, to address custody, clearance and settlement in connection with Securities. All transactions in Securities would clear and settle in accordance with the rules, policies and procedures of registered clearing agencies. Specifically, BSTX anticipates that at the time it commences operations, Securities that are listed and traded on BSTX would be securities that have been made eligible for services by The Depository Trust Company (‘‘DTC’’) and that DTC would serve as the securities depository 31 for such Securities. It is also expected that confirmed trades in Securities on BSTX would be transmitted to National Securities Clearing Corporation (‘‘NSCC’’) for clearing such that NSCC would clear the trades through its systems to produce settlement obligations that would be due for settlement between participants at DTC. BSTX believes that this custody, clearance and settlement structure is the same general structure that exists today for other exchange traded equity securities. Importantly, for purposes of NSCC’s clearing activities and DTC’s settlement activities in respect of the Securities, the relevant securities will be cleared and settled by NSCC and DTC in exactly the same manner as those activities are performed by NSCC and DTC currently regarding a class of NMS Stock.32 This is because the ancillary 31 15 U.S.C. 78c(a)(23)(A). Section 3(a)(23)(A) of the Exchange Act defines the term ‘‘clearing agency’’ to include ‘‘any person, such as a securities depository, who (i) acts as a custodian of securities in connection with a system for the handling of securities whereby all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of securities certificates, or (ii) otherwise permits or facilitates the settlement of securities transactions or the hypothecation or lending of securities without physical delivery of securities certificates.’’ 32 In the SIFMA April Comment Letter, the Exchange believes SIFMA mischaracterized the Proposal as ‘‘encouraging the adoption of [distributed ledger] technology with the likely eventual goal of having it become a system for tracking equity security ownership outside of the current system maintained by DTC and brokerdealers.’’ SIFMA April Comment Letter at 3. This comment is unfounded and without merit. The proposal is bounded by its terms and is designed to operate entirely within the existing equity market structure—including its requirements for clearance through NSCC and settlement through DTC. It is precisely because the Exchange is sensitive to market participants’ concerns related to the introduction and use of new technology that it has proposed a use of blockchain that is consistent with existing market infrastructure and regulation. Any VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 recordkeeping process that will be implemented through the operation of the proposed BSTX Rules will occur separate and apart from the clearance and settlement process and the security itself will not exist in tokenized form. Rather, the security will be an ordinary equity security for NSCC’s and DTC’s purposes. The tokenized feature in connection with the security that will be implemented through the operation of BSTX’s Rules is that there will also be a separate, ancillary recordkeeping process that will use distributed ledger technology to record BSTX Participant end-of-day position balance information for the relevant security. 1. Issuance of Equity Securities Eligible To Become a Security With the exception of certain offerings under Regulation A that meet the proposed BSTX listing standards, all Securities traded on BSTX will have been offered and sold in registered offerings under the Securities Act, which means that purchasers of the Securities will benefit from all of the protections of registration. The Division of Corporation Finance will need to make a public interest finding in order to accelerate the effectiveness of the registration statements for these offerings. Because BSTX is a facility of a national securities exchange, all Securities will be registered under Section 12(b) of the Exchange Act, thereby subjecting all of these issuers to the reporting regime in Section 13(a) of the Exchange Act. All offerings of securities that are intended to be listed as Securities on BSTX will be conducted in the same general manner in which offerings of exchange-listed equity securities are conducted today under the federal securities laws. An issuer will enter into a firm commitment or best efforts underwriting agreement with a sole underwriter or underwriting syndicate; the underwriter(s) will market the securities and distribute them to purchasers; and secondary trading in the securities (that are intended to trade on BSTX as Securities) will thereafter commence on BSTX. The ancillary recordkeeping function associated with the Security will not commence until the conclusion of the first day of the future changes to this model would be subject to the Commission’s rule filing process under Section 19 of the Exchange Act and public notice and comment. The Exchange further believes as a general matter that it is incorrect to dismiss any possible application of new technology simply because it has the potential to disrupt current ways of operating in the future. Similar claims were voiced with the introduction of computer technology to trading during the shift away from manual markets to toward electronic markets. PO 00000 Frm 00005 Fmt 4701 Sfmt 4703 51253 Security’s secondary trading on BSTX pursuant to proposed BSTX Rule 17020.33 Issuers on BSTX could include both (1) new issuers who do not currently have any class of securities registered on a national securities exchange, and (2) issuers who currently have securities registered on a national securities exchange and who are seeking registration of a separate class of equity securities for listing on BSTX. BSTX does not intend for Securities listed, or intended to be listed, on BSTX to be fungible with any other class of securities from the same issuer.34 If an issuer sought to list securities on BSTX that are not a separate class of an issuer’s securities, BSTX does not intend to approve such a class of security for listing on BSTX, pursuant to BSTX’s authority under BSTX Rule 26101. At the commencement of BSTX’s operations, only equity securities would be eligible for listing as Securities. This would be addressed by BSTX Rules 26102 (Equity Issues), 26103 (Preferred Securities) and 26105 (Warrant Securities), which would be part of BSTX’s listing rules and would contemplate that only those specified types of equity securities would be eligible for listing. 2. Securities Depository Eligibility BSTX would maintain rules that would promote a structure in which Securities would be held in ‘‘street name’’ with DTC.35 BSTX Rule 26136 33 Although the smart contract that would be used to carry out the ancillary recordkeeping function related to the security would need to be built by or at the direction of the issuer prior to the commencement of the security’s trading on BSTX, the corresponding smart contract would effectively remain dormant until the ancillary recordkeeping process contemplated under the proposed BSTX Rules is activated due to trading on the BSTX System in that Security. 34 BSTX notes that market participants, including SIFMA, have asked why Securities listed on BSTX would not be fungible with another class of securities from the same issuer and what the implications of this might be. The Exchange notes that Securities would not be fungible with another class of securities of the same issuer because no class of an issuer’s securities is fungible with a separate class of its securities—otherwise they would be the same class of security. Nothing herein proposes any change to existing framework for different classes of securities. 35 The term ‘‘street name’’ refers to a securities holding structure in which DTC, through its nominee Cede & Co., would be the registered holder of the securities and, in turn, DTC would grant security entitlements in such securities to relevant accounts of its participants. Proposed BSTX Rule 26135 would also provide, with certain exceptions, that securities listed on BSTX must be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Exchange Act. DTC operates the only such program today, known as the Direct Registration System, E:\FR\FM\19AUN2.SGM Continued 19AUN2 51254 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices would require that for an equity security to be eligible to be a Security BSTX must have received a representation from the issuer that a CUSIP number that identifies the security is included in a file of eligible issues maintained by a securities depository that is registered with the SEC as a clearing agency. This is based on rules that are currently maintained by other equities exchanges.36 In practice, BSTX Rule 26136 requires the Security to have a CUSIP number that is included in a file of eligible securities that is maintained by DTC because the Exchange believes that DTC currently is the only clearing agency registered with the SEC that provides securities depository services.37 3. Book-Entry Settlement at a Securities Depository jbell on DSKJLSW7X2PROD with NOTICES2 BSTX would also maintain Proposed BSTX Rule 26137 regarding uniform book-entry settlement. The rule would require each BSTX Participant to use the facilities of a securities depository for the book-entry settlement of all transactions in depository eligible securities with another BSTX Participant or a member of a national securities exchange that is not BSTX or a member of a national securities association.38 Proposed BSTX Rule 26137 is based on the depository eligibility rules of other equities exchanges and Financial Industry Regulatory Authority (‘‘FINRA’’).39 Those rules were first adopted as part of a coordinated industry effort in 1995 to promote book-entry settlement for the vast majority of initial public offerings and ‘‘thereby reduce settlement risk’’ in the U.S. national market system.40 which permits an investor to hold a security as the registered owner in electronic form on the books of the issuer. 36 Proposed BSTX Rule 26136 is based on current NYSE Rule 777. 37 See Exchange Act Release No. 78963 (September 28, 2016), 81 FR 70744, 70748 (October 13, 2016) (footnote 46 and the accompanying text acknowledge that DTC is the only registered clearing agency that provides securities depository services for the U.S. securities markets). 38 FINRA is currently the only national securities association registered with the SEC. 39 See e.g., FINRA Rule 11310. Book-Entry Settlement and NYSE Rule 776. Book-Entry Settlement of Transactions. 40 These coordinated depository eligibility rules resulted from proposed listing rules amendments developed by the Legal and Regulatory Subgroup of the U.S. Working Committee, Group of Thirty Clearance and Settlement Project. See Securities Exchange Act Release Nos 35774 (May 26, 1995) (SR–NASD–95–24), 60 FR 28813 (June 2, 1995); 35773 (May 26, 1995), 60 FR 28817 (June 2, 1995) (SR–NYSE–95–19). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 4. Participation in a Registered Clearing Agency That Uses a Continuous Net Settlement System Under proposed BSTX Rule 25140, each BSTX Participant would be required to either (i) be a member of a registered clearing agency that uses a continuous net settlement (‘‘CNS’’) system, or (ii) clear transactions executed on BSTX through a member of such a registered clearing agency. The Exchange believes that today NSCC is the only registered clearing agency that uses a CNS system to clear equity securities, and proposed BSTX Rule 25140 further specifies that BSTX will maintain connectivity and access to the Universal Trade Capture system of NSCC to transmit confirmed trade details to NSCC regarding trades executed on BSTX. The proposed rule would also address the following: (i) A requirement that each Security transaction executed through BSTX must be executed on a locked-in basis for automatic clearance and settlement processing; (ii) the circumstances under which the identity of contra parties to a Security transaction that is executed through BSTX would be required to remain anonymous or may be revealed; and (iii) certain circumstances under which a Security transaction may be cleared through arrangements with a member of a foreign clearing agency. Proposed BSTX Rule 25140 is based on a substantially identical rule of the Investor’s Exchange, LLC (‘‘IEX’’), which, in turn, is consistent with the rules of other equities exchanges.41 BSTX believes that the operation of its depository eligibility rule and its bookentry services rule would promote a framework in which Securities that would be eligible to be listed and traded on BSTX would be equity securities that have been made eligible for services by a registered clearing agency that operates as a securities depository and that are settled through the facilities of the securities depository by book-entry. The Exchange believes that because DTC currently is the only clearing agency registered with the SEC that provides securities depository services, at the commencement of BSTX’s operations, Securities would be securities that have been made eligible for services by DTC, including bookentry settlement services. 41 See IEX Rule 11.250 (Clearance and Settlement; Anonymity), which was approved by the Commission in 2016 as part of its approval of IEX’s application for registration as a national securities exchange. Exchange Act Release No. 78101 (June 17, 2016); 81 FR 41142 (June 23, 2016); see also Cboe BZX Rule 11.14 (Clearance and Settlement; Anonymity). PO 00000 Frm 00006 Fmt 4701 Sfmt 4703 5. Settlement Cycle Proposed BSTX Rule 25100(d) would address settlement cycle considerations regarding trades in Securities. Security trades that result from orders matched against the electronic order book of BSTX would be required to clear and settle pursuant to the rules, policies and procedures of a registered clearing agency. As noted above in connection with the description of proposed BSTX Rule 25140, the Exchange expects that at the commencement of operations by BSTX it would transmit confirmed trade details to NSCC regarding Security trades that occur on BSTX and that NSCC would be the registered clearing agency that clears Security trades. The Exchange expects that such trades would be cleared through NSCC using a T+2 settlement cycle, as is the case today for all other exchanges that facilitate trading in NMS stock. F. Compatibility With the BSTX Protocol for BSTX-Listed Securities To Facilitate Ancillary Recordkeeping BSTX would maintain listing standards that would enable Securities to have an ancillary record of ownership recorded on the Ethereum blockchain using a protocol standard determined by BSTX (the ‘‘BSTX Protocol’’ or the ‘‘Protocol’’).42 In this way, the Ethereum blockchain would serve as a complementary recordkeeping mechanism to official records of Security ownership maintained by market participants.43 1. Background on Blockchain Technology In general, a blockchain is an open, decentralized ledger that can maintain digital records of assets and transactions that are accessible to anyone running the same protocol.44 The blockchain’s 42 While BSTX initially intends to support only the trading of eligible Securities that are compatible with the Ethereum public blockchain, BSTX may support assets compatible with other blockchains that support smart contract functionality in the future. 43 In the SIFMA April Letter, SIFMA stated that it believes that the proposed use of blockchain by the Exchange constitutes ‘‘novel equity market structure issues’’ that should be addressed by the Commission into a concept release. SIFMA April Letter at 4. The Exchange disagrees. The proposal would not introduce any novel equity market structure issues that would impact trading, clearance or settlement, and the proposed, limited used of blockchain technology is entirely separate from these processes and applicable only to BSTX Participants. The Exchange believes it is important for exchanges to have the ability make changes to their rules that incorporate new features, including uses of new technology that have no impact on the existing equities market infrastructure, without necessitating a market-wide referendum. 44 A ‘‘protocol’’ for this purpose is a set of rules governing the format of messages that are exchanged between the participants. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices central function is to encode transitions or changes to the ledger, such as the movement of an asset from one person to another person. Whenever one change to the blockchain ledger occurs to record a state transition, the entire blockchain is immutably changed to reflect the state transition. The purpose of requiring Securities to adopt the BSTX Protocol is to enable Security ownership to be recorded as a tokenized asset on the public Ethereum blockchain as an ancillary recordkeeping mechanism and to ensure uniformity among Securities rather than permitting each Security to have its own unique specifications that might complicate updates to the blockchain and add unnecessary complexity. jbell on DSKJLSW7X2PROD with NOTICES2 2. Background on the Ethereum Blockchain The Ethereum blockchain is an opensource, public blockchain that operates as a computing platform and operating system that supports smart contract functionality.45 Smart contracts are computer protocols designed to digitally facilitate, verify, and enforce the performance of a contract. Ethereumbased smart contracts are executed on the Ethereum Virtual Machine, which can be thought of as a global computer network upon which the smart contracts run. Ether is the digital currency used to pay fees associated with operating smart contracts (known as ‘‘gas’’) on the Ethereum networks. This is because there are costs involved in performing the computations necessary to execute a smart contract and to record any state transitions onto the Ethereum blockchain.46 Thus, moving tokenized assets from one address to another address (i.e., a state transition) requires some amount of Ether to pay the fee (i.e., ‘‘gas’’) associated with recording the movement of tokenized assets to the Ethereum blockchain. Parties to a transaction in Ethereum-based smart contracts can determine what those gas costs are depending on how quickly they would like the transaction to be reflected on the Ethereum blockchain. 3. Background on Smart Contracts The term ‘‘smart contract’’ is commonly used to describe computercoded functions in connection with the Ethereum blockchain. An Ethereum smart contract is neither ‘‘smart’’ nor a legal contract in the traditional sense. Smart contracts in this context refer to 45 See Ethereum White Paper (last updated Aug. 1, 2018) available at https://github.com/ethereum/ wiki/wiki/White-Paper. 46 See What Is Gas, MyEtherWallet (2018) available at https://kb.myetherwallet.com/posts/ transactions/what-is-gas/. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 immutable 47 computer programs that run deterministically 48 in the context of the Ethereum Virtual Machine. Smart contracts operate within a very limited execution context. They can access their own state, the context of the transaction that called them, and some information about the most recent blocks (i.e., the most recent recording of transactions and other events recorded to the Ethereum blockchain). In the context of tokens representing Securities, smart contracts generally may have three components: (i) Functions, (ii) configurations; (iii) and events.49 Functions describe the basic operations of a smart contract, such as the ability to query a particular address to determine the quantity of tokenized assets that belong to that address.50 Configurations are attributes of a smart contract that are typically set at the launch of a smart contract, such as designating the name of the smart contract (e.g., as XYZ Security). Events describe the functions of a smart contract that, when executed, result in a log or record being recorded to the Ethereum blockchain, such as the transfer of tokenized assets from one address to another. Not all functions of a smart contract result in a log or record being recorded to the Ethereum blockchain. Smart contracts only run if they are called by a transaction.51 Smart contracts can call another smart contract, which can call another contract, and so on. Smart contracts never run ‘‘on their own’’ or ‘‘in the background,’’ but rather lie dormant until a transaction triggers them to carry out a specified operation pursuant to the protocol on which they operate. All transactions execute in their entirety or not at all, regardless of how many smart contracts they call or what those smart 47 Smart contracts are immutable in that, once deployed, the code of a smart contract cannot change. Unlike with traditional software, the only way to modify a smart contract is to deploy a new instance. 48 Deterministic in this context means that the outcome of the execution of a smart contract is the same for everyone who runs it, given the context of the transaction that initiated its execution. 49 However, a smart contract need not necessarily have each of these components. Some smart contracts may simply be used to support the functioning of other smart contracts and may not itself result in events being recorded to the Ethereum blockchain. 50 An ‘‘address’’ in this context refers to a number that is associated with a particular market participant within the smart contract that can be updated to reflect changes in ownership of tokenized assets. 51 The term ‘‘transaction’’ in this context refer not to an actual execution or transaction occurring on BSTX or in the marketplace, but rather to an operation triggering a smart contract to carry out its specified function, which must ultimately originate from a human source. PO 00000 Frm 00007 Fmt 4701 Sfmt 4703 51255 contracts do. Only if a transaction successfully executes in its entirety is there an ‘‘event’’ representing a change to the state of the blockchain with respect that transaction. If an execution of a smart contract’s operation fails due to an error, all of its effects (e.g., events) are rolled back as if the transaction never ran. 4. Background on Tokenized Assets or ‘‘Tokens’’ Tokens historically referred to privately issued, special-purpose coinlike items (e.g., laundry tokens or arcade game tokens). In the context of blockchain technology, tokens generally mean blockchain-based abstractions that can be owned and that represent assets, currency, or access rights. A token on the blockchain used for ancillary recordkeeping of ownership can be thought of as a digital representation of shareholder equity in a legal entity organized under the authority of state or federal law and that meet BSTX’s listing standards. Having a token attributed to a particular address, however, would not convey ownership of shareholder equity in the issuer because the official records of ownership would be maintained by participants at DTC.52 To create a new token (or tokenized asset) on Ethereum, including for purposes of facilitating ancillary recordkeeping of Security ownership, one must create a new smart contract. The smart contract would be configured to detail, among other things, the name of the issuer and the total supply of the tokens that correspond to the BSTXlisted Security. Smart contracts can be designed to carry out any event that one wants, but using a set standard or protocol allows for participants transacting in those smart contracts to have uniform expectations and functionality with respect to the tokens. 5. Background on Protocols A protocol (also sometimes referred to as a ‘‘standard’’ or ‘‘protocol standard’’) defines the functions, events, configurations, and other features of a given smart contract. The most common protocol used with Ethereum is the ERC–20 protocol, which describes the minimum functions that are necessary 52 Rather, a digital representation of a Security associated with a particular address reflects an ancillary record of Security ownership based on data provided to BSTX by BSTX Participants. The records reflected on the Ethereum blockchain regarding Securities may not be current to reflect the most recent transactions in the marketplace and may not reflect ownership by all market participants. E:\FR\FM\19AUN2.SGM 19AUN2 51256 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices to be considered an ERC–20 token.53 The ERC–20 protocol offers basic functionalities to transfer tokens, obtain account balances, and query the total supply of tokens, among other features. The BSTX Protocol is compliant with the ERC–20 protocol but adds additional requirements and functionality, as described below. As noted above, Ether is the digital currency used to pay fees associated with operating smart contracts (known as ‘‘gas’’) on the Ethereum network. Payment of gas is required to operate smart contracts because there are costs involved in performing the computations necessary to execute a smart contract and to record any state transitions onto the Ethereum blockchain. There is an important conceptual distinction between ERC–20 tokens, including tokens used for ancillary recordkeeping purposes of Securiteis [sic], and Ether itself. Where Ether is transferred by a transaction that has a recipient address as its destination, token transfers occur within the specific token contract state and have the token smart contract as their destination, not the recipient’s address. The token smart contract tracks balances and issues events to the Ethereum blockchain. In a token transfer,54 no transaction is actually sent to the recipient of the token. Instead, the recipient’s address is added to a map within the token smart contract itself. In contrast, a transaction sending Ether to an address changes the state of an address. A transaction transferring a token to an address only changes the state of the token contract, not the state of the recipient address. Thus, an address is not really full of tokens; rather it is the token smart contract that has the addresses and balances associated with each address in it. jbell on DSKJLSW7X2PROD with NOTICES2 6. BSTX Protocol BSTX Rule 26138 requires that a BSTX listed company’s Securities must comply with the Protocol to trade on BSTX. The purpose of this requirement is to ensure that all Securities are governed by the same set of specifications and controls that allow 53 See e.g., Jesus Najera, Understanding ERC20, Coin Central (Jan. 8, 2018), available at https:// coincentral.com/understanding-erc20/; Alfonso de la Rocha, Anatomy of an ERC: An Exhaustive Survey, Medium (May 7, 2018), available at https:// medium.com/coinmonks/anatomy-of-an-erc-anexhaustive-survey-8bc1a323b541. 54 A ‘‘transfer’’ in the context of the BSTX Protocol regarding a token refers to a reallocation of the digital representation of a Security on the Ethereum blockchain as an ancillary recordkeeping mechanism to reflect corresponding changes in ownership of the Security. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 for ownership of Securities to be recorded to the Ethereum blockchain using tokens as an ancillary recordkeeping mechanism. The Protocol involves three smart contracts. The Asset Smart Contract is the primary smart contract that contains the balances of Securities associated with each address and carries out the functions necessary to reflect changes in ownership. There are two ancillary smart contracts that are called by the Asset Smart Contract in executing transactions. The first of these is the Registry Smart Contract (‘‘Registry’’), which contains the list of permissioned (or ‘‘whitelisted’’) addresses, and the second is the Compliance Smart Contract, which includes a variable list of additional compliance related rules that the Asset Smart Contract must comply with in executing a transaction. Each of these three smart contracts are described in greater detail below: (1) Asset Smart Contract—The Asset Smart Contract defines and establishes the tokens (e.g., the maximum number of tokens available for a particular issuance) for purposes of the Ethereum blockchain ancillary recordkeeping function and records a list of market participant addresses and the tokens associated with each address. (2) Registry Smart Contract—The Registry Smart Contract (or ‘‘Registry’’) defines the permissions available to different types of market participants to perform certain functions. Under the Protocol, there are five different types of market participants connected with the Registry, each with different abilities and permissions (as detailed below):55 (1) Contract Owner, (2) Custodian, (3) Broker Dealer, (4) Custodial-Account, and (5) Investor. The Registry also contains the list of whitelisted addresses to which tokens may be sent and additional information associated with each address (e.g., whether an address has been suspended). (3) Compliance Smart Contract—The Compliance Smart Contract is the set of rules held in a separate smart contract that a token can be configured to abide by to ensure compliance with applicable laws and regulations (e.g., by restricting a movement of Securities to an address that has not been added to the Registry for purposes of the Ethereum blockchain ancillary recordkeeping mechanism). 55 There are additional roles that are not technically part of the Registry and are instead specific to certain smart contracts. For example, an ‘‘Issuer’’ is an Asset Smart Contract-specific role. Also, an ‘‘Administrator’’ is a Compliance Smart Contract-specific role that allows such a user to, for example, freeze the transfer of tokenized assets for purposes of the ancillary recordkeeping function under certain circumstances and modify or add compliance rules to govern a token. PO 00000 Frm 00008 Fmt 4701 Sfmt 4703 The Compliance Smart Contract can be modified to add or remove applicable rules in light of changes to applicable regulatory requirements. Each of these three smart contracts work together to facilitate the ancillary recordkeeping mechanism for Securities using the Ethereum blockchain. The details of the specific functions, configurations, and events under the Protocol are set forth in greater detail in Exhibit 3N. The Exchange selected the Ethereum blockchain among other possible blockchains that support smart contracts as the blockchain upon which Securities would be built in accordance with the BSTX Protocol for ancillary recordkeeping purposes because of, among other reasons, its widespread use, the public’s familiarity with Ethereum, and its smart contract functionality. Ethereum has maintained the second largest market capitalization behind Bitcoin among blockchain-based digital assets for at least two years and is widely recognized by the public.56 Over 200,000 different ERC–20 tokens have been built on the Ethereum blockchain, demonstrating its widespread use and functionality. The Exchange believes that the Ethereum blockchain is able to support all of the necessary functions of the BSTX Protocol to carry out the Security ancillary recordkeeping function. The Exchange also believes that using a widely-known smart contract platform as opposed to a lesser-known smart contract platform may help issuers become more comfortable with the ancillary recordkeeping process as well as allow them to more-readily locate service providers as necessary to assist them in building their Securities in accordance with the BSTX Protocol. As noted, the Exchange may consider the use of other blockchains supporting smart contract functionality in the future, subject to applicable rule filing requirements with the Commission pursuant to Section 19 of the Exchange Act.57 G. Obtaining a Whitelisted Wallet Address 58 Pursuant to proposed Rule 17020(a), a BSTX Participant must, either directly 56 The Commission has also publicly recognized Ethereum and its native currency Ether. See William Hinman, Director, Division of Corporation Finance, Digital Asset Transactions: When Howey Met Gary (Plastic) (June 14, 2018) available at https://www.sec.gov/news/speech/speech-hinman061418. 57 15 U.S.C. 78s. 58 In the SIFMA April Comment Letter, SIFMA asked for further detail regarding how a whitelisted wallet address is obtained, how permissioning is determined for the whitelisted wallet and who E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 or through its carrying firm, establish a wallet address to which its end-of-day Security balances may be recorded by contacting BSTX.59 A BSTX Participant that is a carrying broker-dealer for other BSTX Participants would be assigned the wallet address with the status of a Custodian, which would allow that BSTX Participant to request wallet addresses on behalf of other BSTX Participants (for which it serves as the carrying broker-dealer) as either a Custodial Account or Broker-Dealer wallet address, as described above. A BSTX Participant that is not a carrying broker-dealer could request a BrokerDealer wallet address, a Custodial Account wallet address in coordination with its carrying firm, and an Investor wallet address on behalf of a customer that would like its ownership of Securities represented by a tokenized asset to be reflected at its own address for purposes of the Ethereum blockchain as an ancillary recordkeeping mechanism.60 Contact information for BSTX for the purpose of establishing a wallet address will be published on the BSTX website. Proposed BSTX Rule 17020(a) requires a BSTX Participant to establish a wallet address by contacting BSTX directly or through its carrying firm acting on its behalf. BSTX expects that this process (i.e., contacting the Exchange and establishing a wallet address) would occur contemporaneously with the application by a market participant to become a BSTX Participant. However, under proposed BSTX Rule 17020(a), a controls it. SIFMA April Comment Letter at 5. The Exchange notes that BSTX Participants would obtain a whitelisted wallet address by contacting the Exchange as detailed in this Part II.G. As the only source for obtaining wallet addresses, the Exchange would be responsible for permissioning wallet addresses as well. Each wallet address is an alphanumeric string of characters assigned to a particular BSTX Participant for the purposes of ancillary recordkeeping. A BSTX Participant would not have the ability to move tokenized assets to or from its wallet address or otherwise ‘‘control’’ the wallet address. The process of reallocating tokenized asset balances among different wallet address is a function performed by the Exchange in coordination with a Wallet Manager(s). Thus, the proposed use of blockchain technology is almost entirely passive for BSTX Participants, but for initially obtaining a wallet address and the end-ofday reporting of balances. The Exchange would be responsible for maintaining wallet addresses and whitelisting for the entire life cycle of a Security and the associated tokenized asset and life cycle of participants’ accounts. An unlimited number of addresses may be established for a Security and can be removed as necessary. 59 Multiple Security issuances can be attributed to a BSTX Participant’s wallet address. A BSTX Participant would not need a separate wallet address for each Security issuance that it trades. 60 A BSTX Participant that is a carrying brokerdealer, and which therefore has a Custodial Account address, could also request Investor wallet addresses on behalf of customers. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 BSTX Participant would have up until five business days from the date that the Exchange approves the application of the BSTX Participant to satisfy the obligation to obtain a wallet address. In the event that a BSTX Participant has not obtained a wallet address prior to the Exchange’s approval of its application, the BSTX Participant would become subject to the end-of-day Security balance reporting requirements in proposed BSTX Rules 17020(b) and (c). However, because the BSTX Participant would not yet have a wallet address to which the position balance information could be attributed by a Wallet Manager, the tokenized assets associated with any Security position balances of such BSTX Participant would be attributed to the omnibus wallet address (as described below) until the time the BSTX Participant obtains a wallet address. For the avoidance of doubt, having end-of-day position balance information for a tokenized asset related to a Security attributed to a particular wallet address would not convey ownership of shareholder equity in the issuer to the person or entity with whom such wallet address is associated. BSTX-listed Securities will be cleared and settled in the same manner as other NMS stocks through the facilities of a registered clearing agency, and the official records of ownership would be maintained as discussed above in Part II.E. Therefore, any lack of a wallet address would not affect the official records of ownership of the BSTX-listed Security. Once a BSTX Participant has been assigned a particular wallet address, the only further obligation of that BSTX Participant is to report its end-of-day Security position balances to BSTX, as described below. Non-BSTX Participants that may trade Securities are not subject to the requirement that they obtain a wallet address prior to trading a Security or to the end-of-day Security balance position reporting requirements. The Exchange will not accept voluntary reports of end-of-day Security balances from non-BSTX Participants, but may consider doing so in the future, subject to any applicable or necessary rule filing requirements with the Commission. The Exchange believes that the proposed requirement in Rule 17020(a) to obtain a wallet address is consistent with the Exchange Act and Section 6(b)(5) 61 in particular because it would help foster cooperation and coordination with persons engaged in regulating and facilitating transactions in Securities by setting forth a process through which BSTX 61 15 PO 00000 U.S.C. 78f(b)(5). Frm 00009 Fmt 4701 Sfmt 4703 51257 Participants may obtain a wallet address to which their end-of-day Security balances may be recorded to the Ethereum blockchain as an ancillary recordkeeping mechanism. The Exchange believes that the proposed requirement is similar to obtaining a market participant identifier (‘‘MPID’’) in that it establishes an identifier that can be attributed to a particular BSTX Participant for reporting purposes. The proposed requirement to obtain a wallet address is the same for all BSTX Participants, and is therefore not unfairly discriminatory, and the Exchange does not propose to charge a fee for obtaining a wallet address. H. Wallet Manager 62 As described further below, following the end of a trading day, BSTX Participants (or their carrying firms) will be required to send Security position balance information to BSTX. Based on the information that BSTX receives, BSTX will deliver that information to one or more Wallet Managers who will be responsible for updates to the Security position balances on the Ethereum blockchain by allocating balances among the wallet addresses of BSTX Participants and the omnibus wallet address. The Exchange would enter into a contractual arrangement with a Wallet Manager as a service provider to the Exchange performing the function described above. The Exchange does not believe that performing the ancillary recordkeeping process would make a Wallet Manager a facility of the Exchange because the Wallet Manager’s functions do not meet the definition of ‘‘facility’’ under the Exchange Act. Section 3(a)(2) of the Exchange Act provides that ‘‘the term ‘facility’ when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or 62 A ‘‘Wallet Manager’’ is defined as a party approved by BSTX to operate software compatible with the BSTX Protocol. See proposed Rule 17000(a)(31). A Wallet Manager would be a thirdparty service provider for the Exchange that will help facilitate establishing wallet addresses for BSTX Participants and facilitate updates to the Ethereum blockchain as an ancillary recordkeeping mechanism regarding changes in ownership resulting from trading. Approved Wallet Managers will be listed on the Exchange’s website. E:\FR\FM\19AUN2.SGM 19AUN2 51258 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices service.’’ 63 A Wallet Manager is neither property of the Exchange nor does a Wallet Manager provide services for effecting or reporting a transaction taking place on the Exchange. Rather, a Wallet Manager performs the function of updating end-of-day Security position balance information provided by the Exchange as part of an ancillary recordkeeping mechanism. The Ethereum blockchain would not reflect any particular transaction(s) that occurred in the marketplace but would instead record allocations of end-of-day Security position balances—which may result from a variety of activities in the marketplace for the relevant Securities such as trading activity, lending activity, and free-of-payment transfers between DTC accounts. The definition of ‘‘facility’’ in Section 3(a) of the Exchange Act is instead focused on ‘‘effecting or reporting a transaction’’ as part of the operations of an exchange, namely the bringing together of orders for securities of multiple buyers and sellers using non-discretionary methods under which such orders interact with each other, and the buyers and sellers entering such orders agree to the terms of a trade.64 Thus, systems of communication to the Exchange used to effect trades or to receive market data would likely be considered facilities of the Exchange, but an end-of-day ancillary recordkeeping reporting process that does not provide any real or near-time information regarding transactions in the market should not.65 The Commission ‘‘long has recognized that there must be some practical limitations on entities encompassed within the broad definition of the term ‘exchange.’ ’’ 66 The ancillary recordkeeping process would have no impact on, or perform a function related to, the bringing together of buyers and sellers’ orders, clearance, settlement, market data or routing functions of the exchange (i.e., all of these functions can continue upon any suspension of the ancillary recordkeeping process),67 and therefore cannot reasonably be considered a ‘‘facility’’ of the exchange. 63 15 U.S.C. 78c(a)(2). CFR 240.3b–16. 65 The Commission has not defined the term ‘‘facility.’’ See Exchange Act Release No. 26708 (Apr. 11, 1989), 54 FR 15429 (Apr. 18, 1989) (noting that the term ‘‘facility’’ has not changed since it was originally adopted and that no hearing testimony referred to it because ‘‘the Committee felt that the definition was ‘self-explanatory’ ’’). 66 Id. 67 The Exchange notes that suspension of the ancillary recordkeeping process would not impact trading in the Security. Trading and the clearance and settlement of Securities can operate entirely independently from the ancillary recordkeeping process. jbell on DSKJLSW7X2PROD with NOTICES2 64 17 VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 The Exchange intends to enter into a contractual arrangement with at least one Wallet Manager.68 The Exchange intends to evaluate each potential Wallet Manager’s capability to receive information from BSTX related to BSTX Participants’ end-of-day Security balances along with its ability to update the Ethereum blockchain upon receipt of such information. Further, the Exchange intends to perform due diligence on potential Wallet Managers, including but not limited to checking the list produced by the U.S. Treasury Department of persons with whom U.S. citizens are prohibited from doing business (‘‘OFAC List’’). Finally, the Exchange intends to require each Wallet Manager in its service agreement with the Wallet Manager to agree to comply with all applicable securities laws.69 The Exchange believes that using the criteria listed above for evaluating potential Wallet Managers may prevent fraudulent and manipulative acts and practices, consistent with Section 6(b)(5) of the Exchange Act.70 The Exchange believes that requiring every Wallet Manager to act in a manner consistent with applicable securities laws and not be on the OFAC List would help ensure that persons reputed to have committed illegal acts and who violate securities laws, including any such laws meant to prevent fraud and 68 The Exchange expects that it will initially operate with one Wallet Manager, but there is nothing to preclude the use of another Wallet Manager provided the prospective Wallet Manager is capable of operating software compatible with the BSTX Protocol. The Exchange expects that tZERO would operate as the initial Wallet Manager. BOX Exchange LLC, the self-regulatory organization of which BSTX is a facility, neither controls, directly or indirectly, nor is under common control with tZERO. The voting class of equity of the BSTX facility is 50% owned by tZERO and BOX Digital Markets, which is 100% owned by BOX Holdings Group LLC. BOX Exchange LLC does not have direct or indirect ownership interest in BOX Holdings LLC or its subsidiaries. As a result, because BOX Exchange LLC does not exercise control over tZERO or its affiliates, tZERO would not constitute ‘‘property’’ of the Exchange for purposes of determining whether it is a facility. In any case, it is the functions of the particular entity that should matter for purposes of determining whether an entity or function is a facility of an exchange rather than whether an entity is affiliated or not with an exchange. See e.g., Exchange Act Release No. 54538 (Sept. 28, 2006), 71 FR 59184 (Oct. 6, 2006) (order approving PHLX’s new equity trading system and operation of optional outbound router as a facility of PHLX, where PHLX had no ownership interest in the third party operator). 69 Pursuant to the Exchange’s agreement with the Wallet Manager(s), the Wallet Manager(s) would be required to record balances to the Ethereum blockchain following each trading day. As a result, tokenized assets representing Security balances of BSTX Participants would be updated each trading day, but not on non-trading days (e.g., holidays). 70 15 U.S.C. 78f(b)(5). PO 00000 Frm 00010 Fmt 4701 Sfmt 4703 market manipulation, will not operate as Wallet Managers. I. Coordination Between BSTX, Registered Clearing Agencies, and Wallet Managers Upon the occurrence of a transaction on BSTX due to the completion of its order matching process,71 BSTX would generate an execution report, and it would deliver drop copies to its own front-end systems to update the BSTX Participants and to NSCC.72 Where a BSTX transaction creates a settlement obligation to transfer registered ownership of a Security, clearance and settlement would be performed in accordance with the rules, policies and procedures of a registered clearing agency as described in Part II.E. above. The Wallet Manager would be provided with end-of-day position balance information of BSTX Participants necessary to update the Ethereum blockchain through the end of day reporting mechanism discussed below. J. Reporting End-of-Day Security Balances To Facilitate Ancillary Recordkeeping To update the Ethereum blockchain to reflect ownership of Securities as an ancillary recordkeeping mechanism, the Exchange proposes to require that each BSTX Participant, either directly or through its carrying firm, report each business day to BSTX certain end-of-day Security balances in a manner and form acceptable to BSTX.73 A BSTX Participant that is a participant at DTC would be required to report to BSTX the total number of Securities for each class of Security that is credited to each DTC account of the BSTX Participant.74 For a BSTX Participant that is not a DTC participant, the BSTX Participant would be required to report the total number of Securities for each class of Security that are credited to the BSTX Participant by its carrying firm.75 Pursuant to proposed Rule 17020(d), upon receipt of the endof-day Security balances from BSTX Participants, the Exchange would provide such information to the Wallet Manager(s) to update the Ethereum blockchain as an ancillary recordkeeping mechanism to reflect 71 Order matching would occur through a pricetime priority model, as discussed in greater detail below. 72 The last sale transaction data would also be publicly disseminated pursuant to the transaction reporting plan, which would occur before delivery of drop copies to these parties. 73 See Proposed Rule 17020(b). 74 See Proposed Rule 17020(b)(1). As described above in Part II.E., BSTX would maintain rules that would promote a structure in which Securities would be held in ‘‘street name’’ with DTC. 75 See Proposed Rule 17020(b)(2). E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 updates in Security balances.76 Proposed Rule 17020(d) would also provide that unreported Security balances will be determined and allocated to an omnibus wallet address for each Security as described further below. The Exchange would determine the number of tokens (which represent Securities) to be allocated to the omnibus wallet address by the Wallet Manager(s) by subtracting the sum of the Security position balances reported for a particular Security by BSTX Participants from the total outstanding number of that particular Security. BSTX expects that each Security would have a dedicated omnibus wallet address that the Wallet Manager(s) would use to allocate the resulting balance to that address. The Exchange proposes that these end-of-day Security balance reports would be required each business day when DTC is also open for business, but after such time as DTC has completed its end-of-day settlement process.77 The Exchange believes that once DTC has completed its end-of-day settlement process, DTC participants would be able 76 Notably, because the Ethereum blockchain would be updated each day using the end-of-day Security balance reports, and is, in any case, only functioning at this time as an ancillary recordkeeping function, concerns regarding a loss of private keys or disruption to the Ethereum blockchain are fully mitigated. For example, assume a BSTX Participant owns 100 Securities of XYZ at the end of Day 1 and, as a result of trading on Day 2, ends Day 2 with a balance of 200 Securities of XYZ. If the BSTX Participant’s wallet address were somehow compromised during the trading day on Day 2 and the 100 tokenized assets representing Securities were moved to another address (which could only be moved to another whitelisted address), this would not substantively impact the functioning of the blockchain as an ancillary recordkeeping tool. At the end of trading on Day 2, the BSTX Participant would report its ownership of 200 Securities of XYZ to BSTX, which would then update the Ethereum blockchain to reflect this end of day balance. The Wallet Manager makes updates to the balances associated with wallet addresses by reallocating tokens (which represent Securities) between wallet addresses, including the omnibus wallet address, so that after each trading day the wallet address account balances reflect the new Security balances reported to BSTX pursuant to Rule 17020. These reallocations based on end-ofday Security balance reports from BSTX Participants are not designed to reflect actual transactions that occurred during the trading day. Rather, the reallocation process focuses on achieving the ends of having the correct number of tokens (which represent Securities) attributed to each wallet address based on the end-of-day Security balance reports. For example, if there were only two transactions in the entire marketplace during the trading day—a sale of 100 Securities from BSTX Participant A to BSTX Participant B and a subsequent sale of 100 Securities from BSTX Participant B to BSTX Participant C—the end of day reallocation process would result in a reallocation of 100 tokens (which represent Securities) from BSTX Participant A to BSTX Participant C, and would consequently not reflect any actual transactions. 77 See Proposed Rule 17020(c). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 51259 to determine the number of Securities credited to their DTC account(s) and to other market participants that settle through that DTC participant. Thereafter, BSTX Participants, or their carrying firms, would be able to obtain their Security balance information and report it to BSTX by the end of the day. The Exchange understands that DTC typically makes end-of-day security position reports available to DTC participants at approximately 7:30 p.m. Eastern time. Therefore, the Exchange will notify BSTX Participants via Regulatory Circular of the time after 7:30 p.m. Eastern time by which end-ofday security position balance reports will be required to be provided to BSTX pursuant to BSTX Rule 17020(c).78 The Exchange will also notify BSTX Participants via Regulatory Circular of the time by which it will provide Security position balance information to the Wallet Manager(s) so that the Wallet Manager(s) will have sufficient time to carry out their contractual obligation to update the Ethereum blockchain as an ancillary recordkeeping mechanism prior to the commencement of trading on BSTX on the next trading day. The Exchange acknowledges that, in certain circumstances, a BSTX Participant subject to the requirements of proposed Rule 17020 could fail to report end-of-day Security balances to BSTX in a timely manner, inaccurately report such balances, or fail to obtain a wallet address prior to acquiring a position in a Security. Such failures would impair the ability of the Exchange to report complete end-of-day Security balance information regarding a Security to the Wallet Manager(s) who will be responsible for using that information, in turn, to update the Security balance information that is reflected on the Ethereum blockchain. The Exchange notes that BSTX Participants would be required to comply with applicable Exchange Rules, including the requirement to report their end-of-day Security balances, and may be subject to disciplinary action for failing to comply with applicable rules pursuant to proposed Rule Series 24000 (Discipline and Summary Suspension). As noted above, to account for instances in which a BSTX Participant fails to report or to accurately report its end-of-day Security balance pursuant to proposed Rule 17020, as well as to account for the positions of Security holders who are not BSTX Participants and therefore not subject to the end-ofday Security balance reporting requirement, the Exchange proposes to use an omnibus wallet address to account for such Securities in the ancillary records that would be published on the Ethereum blockchain. Specifically, the Exchange would know the total number of Securities outstanding and would provide information to the Wallet Manager(s) to allow the Wallet Manager(s) to attribute the unreported Security balance (which shall be represented by a token balance on the blockchain) for a given Security to an omnibus wallet address for each Security. For example, assume that on Day 1 there are 1,000 Securities for company XYZ outstanding, 800 are held at DTC in accounts for the benefit of eight BSTX Participants and 200 are otherwise held at DTC. Assume further that BSTX receives timely and accurate end-of-day XYZ Security balance reports from all eight BSTX Participants in respect of 800 XYZ Securities. At the end of Day 1 as part of the end-of-day reporting process, the Exchange would provide information to the Wallet Manager(s) allowing the Wallet Manager(s) to allocate the 800 XYZ tokens (which represent Securities) among the BSTX Participants consistent with their end-of-day Security balance reports and to allocate the remaining balance of 200 to the omnibus wallet address. In this same example, assume a BSTX Participant who holds 100 XYZ Securities failed to report its XYZ Security balance to BSTX. In this case, the Exchange would provide information to the Wallet Manager(s) allowing the Wallet Manager(s) to allocate 300 XYZ tokens (which represent Securities) to the omnibus wallet address for XYZ Security. The omnibus wallet address in this example would thus reflect the sum of XYZ Securities held by non-BSTX Participants who are not subject to the end-of-day Security balance reporting requirement as well as any missing endof-day Security balance reports among BSTX Participants.79 In all cases, the 78 The Exchange notes that other exchanges use a similar formulation whereby the exact timing details for delivery of information to an exchange are set forth in a regulatory circular. See e.g., EDGX Rule 4.2.02 and BZX Rule 4.2.02 (setting forth a ‘‘Regulatory Data Submission Requirement’’ providing that BZX/EDGX members ‘‘shall submit to the Exchange such Exchange-related order, market and transaction data as the Exchange by Regulatory Circular may specify, in such form and on such schedule as the Exchange may require.’’). 79 The omnibus wallet address for each Security could also have greater or fewer tokens (which represent Securities) as a result of a misreport by a BSTX Participant. In the case of an under-report by a BSTX Participant (e.g., owns 100 of XYZ Securities, but reports only 90), the omnibus address for XYZ would have an additional 10 tokens (which represent XYZ Securities) allocated to it. In the case of an over-report (e.g., owns 100 of XYZ Securities, but reports 110), the omnibus PO 00000 Frm 00011 Fmt 4701 Sfmt 4703 E:\FR\FM\19AUN2.SGM Continued 19AUN2 51260 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 balances displayed on the Ethereum blockchain would reflect end-of-day Security balances reported to BSTX pursuant to Rule 17020 and an omnibus wallet address for any type of Security for which the sum of the reported positions is less than the number of Securities known by the Exchange to be issued and outstanding. In this way, it is possible that the end-of-day balances published on the Ethereum blockchain may not reflect the precise distribution of a Security among holders of the Security, even among BSTX Participants.80 The Ethereum blockchain could also reflect information that is not accurate to the extent that BSTX Participants inaccurately report end-of-day Security balances to BSTX. There could conceivably be situations where the number of reported Securities exceeds the number of outstanding Securities of a particular issuance (e.g., if Security XYZ were held entirely by BSTX Participants and one BSTX Participant over-reports). There could also be situations in which the Exchange is unable to communicate end-of-day Security balances to the Wallet Manager(s) or the Wallet Manager(s) is/ are unable to update the blockchain. Additionally, it is also possible that there could be a disruption to the website through which token balances may be observed (i.e., Etherscan.io, discussed below), to the Ethereum blockchain itself that prevents the updating of end-of-day balances as an ancillary recordkeeping mechanism, or potentially to the architecture or functioning of a particular Security.81 To address the potential for inaccurate reporting by BSTX Participants, the Exchange is proposing address for XYZ may have 10 additional tokens (which represent XYZ Securities) allocated to it. 80 The Exchange notes, however, that even in such a case, the total number of shares of the Security outstanding should still be reflected on the blockchain due to unreported balances being attributed to the omnibus wallet address. It is also possible the omnibus wallet address could display the entire outstanding balance of a Security to the extent only non-BSTX Participants held the entire outstanding balance of a particular Security. 81 This could potentially occur if, for example, the Ethereum Virtual Machine were to suffer a ‘‘51% Attack’’ whereby an individual or group acting together gain 51% or more of the computing power, essentially giving the attackers control over the Ethereum blockchain and the ability to disrupt or modify transactions on the Ethereum blockchain. The Exchange believes that this possibility is remote, but the Exchange will nonetheless monitor for such possibilities either directly or by using a vendor, which may include Wallet Managers that agree to perform this function and promptly alert the Exchange to any compromise of the Ethereum blockchain or other type of disruption that might impact the end-of-day Security balance reporting process as an ancillary recordkeeping mechanism (e.g., inability to access Etherscan.io). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 Rule 17020(e), which provides that a BSTX Participant shall promptly send a corrected end-of-day Security balance report to the Exchange upon the Participant’s discovery that it submitted an inaccurate end-of-day report that has not already been corrected or superseded. Rule 17020(e) would also provide that if the Exchange has reason to believe that the Security balances reported by one or more BSTX Participants may be inaccurate, the Exchange may request additional information regarding the applicable reports and balances from any BSTX Participant. Under the proposed rule, a BSTX Participant shall promptly respond to any additional information requests that the Exchange may make regarding its end-of-day Security balance reports.82 The Exchange believes that it is important for the protection of investors and in the public interest, consistent with Section 6(b)(5) of the Exchange Act, to establish mechanisms to help ensure the accuracy of end-of-day Security balances by requiring BSTX Participants to promptly correct known errors in their reports and to provide the Exchange with express authority to seek additional information from BSTX Participants where the Exchange has reason to believe to that one more reports may be inaccurate.83 Similar mechanisms to promote accurate reporting exist for a wide variety of different market participant obligations today, such as the duty of the broker-dealer operator of an NMS stock alternative trading system to promptly correct material errors or omissions discovered in their Form ATS–N and the duty to correct trade reports to FINRA.84 The Exchange believes that proposed Rule 17020(e) sets forth reasonable processes to help ensure the Security position balances 82 This additional information may include asking the BSTX Participant to confirm its Security balances, providing a copy of the information the BSTX Participant used to provide its end-of-day Security balance position report, or other books and records of the BSTX Participant relating to its transactions in one more Securities. 83 15 U.S.C. 78f(b)(5). As previously noted, failure to comply with applicable Exchange Rules, including the end-of-day Security balance reporting process could result in disciplinary action against a BSTX Participant. The Exchange would consider a BSTX’s Participant’s efforts to comply with Rule 17020(e) by promptly submitting a corrected report or responding to additional information requests from the Exchange in determining whether to bring, or the appropriate consequences of, a disciplinary action. 84 See 17 CFR 242.304(a)(2)(i)(C) (requiring correcting amendments to Form ATS and ATS–N ‘‘promptly’’ after discovery of incorrect information previously filed); FINRA, Trade Reporting FAQ, Section 311 (Reporting Cancellations, Corrections and Reversals), https://www.finra.org/filingreporting/market-transparency-reporting/tradereporting-faq. PO 00000 Frm 00012 Fmt 4701 Sfmt 4703 published as token balances on the blockchain are accurate, and that ensuring the accuracy of this information will better facilitate all market participants’ ability to evaluate the potential uses of blockchain technology in securities transactions. In addition to these controls and mechanisms for ensuring the accuracy of reported records, the Exchange may need to implement further measures in situations where the ability to update blockchain records may be affected by exogenous factors, as discussed above. To account for these types of situations, proposed Rule 17020(f) provides that the Exchange may suspend the requirements in paragraphs 17020(a) through (d) regarding any BSTX Participant and/or regarding one or more Securities, as applicable, in its discretion and in any such case the Exchange will provide prompt notice thereof and the reason(s) therefore to BSTX Participants.85 The Exchange will notify the Commission within two hours of its determination to make any such suspension and the suspension may continue in effect for no more than thirty calendar days from the date the determination is made unless the Exchange has submitted a proposed rule change with the Commission seeking approval of such suspension, in which case the suspension may continue in effect until the Commission approves or disapproves the proposed rule change.86 In all such cases involving these types of disruptions relating to the end-of-day Security balance reporting process, there would be no impact on the ability to trade, clear, or settle Security transactions in the ordinary course.87 85 The particular details included in such notice to BSTX Participants will vary based on the facts and circumstances giving rise to the suspension, but the Exchange expects that such notice would describe: (i) The impacted Security (or Securities); (ii) the nature of the disruption; (iii) the anticipated length of the suspension; and (iv) any changes to BSTX Participants’ obligations to report end-of-day Security balances. 86 See proposed Rule 17020(f). The Exchange believes that proposed Rule 17020(f) may foster coordination with persons processing information with respect to securities and is not designed to permit unfair discrimination because such provision will allow the Exchange to suspend certain Rule requirements in events where there may be difficulty coordinating or sharing pertinent information with BSTX Participants and/or Wallet Manager(s). Further, Rule 17020(f) is designed to apply to all market participants equally and to provide notice to affected market participants and regulators of BSTX, in order to allow such individuals and entities to coordinate with the Exchange and react to potential issues as deemed necessary. 87 The Exchange acknowledges, of course, that certain issues such as a widespread power outage that prevents the Exchange from being able to transmit information to the Wallet Manager(s) could also result in a disruption to trading on BSTX and E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 This is because the end-of-day Security balance reporting is solely as an ancillary record-keeping mechanism and because the actual trading, clearance, and settlement of Securities would occur in the same manner as other NMS stock. The Exchange would set forth via Regulatory Circular the precise manner in which Securities should be reported. In general, the report would simply require certain identifying information regarding the BSTX Participant (e.g., name, carrying firm, MPID) and a list of the end-of-day Security position balances of the BSTX Participant.88 As a result of this process, the Ethereum blockchain would in the ordinary course reflect for each Security the end-of-day balance associated with each BSTX Participant’s wallet address. Wallet addresses are essentially just a string of numbers and characters, and it would not be made public which BSTX Participant is associated with which wallet address or which address is the omnibus wallet address.89 An observer of balances associated with a particular address would not be able to determine whether a particular address represented, for example, a carrying firm reporting end-of-day balances on behalf of multiple BSTX Participants, an individual BSTX Participant, or the omnibus wallet address. Neither could an observer determine which underlying customer(s) of a BSTX Participant associated with a particular wallet address held the Securities or whether the BSTX Participant owned the Securities proprietarily. In addition, an observer of the token balances related to a particular Security would not be able to tell whether a particular wallet potentially the declaration of a halt in trading of the Security by the Exchange. 88 Pursuant to the BSTX Listing Rules, BSTX will allow listing of three types of Securities: Equity Securities, preferred Securities, and warrant Securities. These three types of Securities will have similar end-of-day reporting processes; each BSTX Participant will be required to provide end-of-day Security position balance information to BSTX related to each Security issuance based on such BSTX Participant’s DTC account balance. The BSTX Listing Rules also discuss paired Securities, which are Securities that may be transferred and traded only in combination with one another as a single economic unit. For paired Securities, BSTX expects that BSTX Participants, when submitting position balance information to BSTX, will specify the endof-day balances for each constituent Security that comprises a paired Security. 89 The Wallet Manager(s) would have information regarding Security balance information associated with a particular BSTX Participant. However, as noted in Part II.H, a condition of serving as a Wallet Manager would include, among other things, a representation to comply with the federal securities laws, including trading on the basis of material nonpublic information. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 address was long or short the shares.90 For these reasons, the Exchange believes that the balance information that would be publicly available on the Ethereum blockchain would be sufficiently anonymous to address privacy concerns related to such information. Balance information for the Ethereum blockchain is available at Etherscan.io (‘‘Etherscan’’). From Etherscan.io, an observer would be able to search for the name of the particular Security and see the holders of tokens representing the Securities and the associated quantity, as well as other information (e.g., transfers made as a result of the Wallet Manager(s) reallocation process).91 The Exchange does not believe that the ancillary records of Security balance information published on the Ethereum blockchain would be likely to cause investor confusion because there is no similar source of information with which an observer of the blockchain data could be confused. That is, the resting position balances related to Security ownership of BSTX Participants and other market participants are not available through another medium (e.g., such as by DTC making such information available) in a manner that could lead an investor to be confused as to whether the Ethereum blockchain or some other source of Security balance information is accurate. Moreover, Security position balance information as recorded on the Ethereum blockchain in token form will not reflect legal ownership of Securities and the identities of BSTX Participants corresponding to each wallet address (as well as the omnibus wallet address) would not be made public. The Exchange believes that the proposed end-of-day Security balance reporting requirement is consistent with the Exchange Act, and Section 6(b)(5) 92 in particular, because it is designed to foster cooperation and coordination with persons engaged in regulating, clearing, settling, and processing information with respect to transactions in Securities and would not unfairly discriminate among BSTX Participants, all of whom are subject to the same reporting requirement. The purpose of the reporting obligation is to allow the 90 This is because the end-of-day ancillary recordkeeping process captures only end-of-day balances as reported by DTC to BSTX Participants or their carrying firms. Thus, if a BSTX Participant borrowed Securities and the borrowed Securities were moved to its DTC account (or the DTC account of its carrying firm on its behalf), the borrowed Securities would appear to be a long position in the Security, when in fact the BSTX Participant was taking a short position. 91 This process can be done presently with ERC– 20 tokens or other digital assets built on Ethereum. 92 15 U.S.C. 78f(b)(5). PO 00000 Frm 00013 Fmt 4701 Sfmt 4703 51261 Exchange to receive information from BSTX Participants regarding end-of-day balances in Securities so that the Exchange can provide that information to the Wallet Manager(s) and the Wallet Manager(s) can, in turn, use the information to update the Ethereum blockchain as an ancillary recordkeeping mechanism reflecting changes in Security ownership (i.e., the recording of end-of-day balance information). Without this information, all of the outstanding balances regarding a Security would be attributed by the Wallet Manager(s) in tokenized form to the omnibus wallet address rather than allocated to multiple wallet addresses belonging to corresponding BSTX Participants. Accordingly, to the extent that BTSX Participants have end-of-day balances in Securities, the allocation of the appropriate balances to their respective wallet addresses by the Wallet Manager(s) will reflect a relatively more robust use of the functionality of the smart contracts than if the entire outstanding balance of a Security is attributed in tokenized form to the omnibus wallet address. Promoting this more robust use of the functionality of the smart contracts and their ability to allocate and re-allocate Security balances in tokenized form across multiple wallet addresses will enhance the ability of market participants, including the Exchange, to observe and evaluate the capabilities of blockchain technology as an ancillary recordkeeping mechanism. The Exchange notes that under the existing authority of other equity exchanges, the exchange is able to request that exchange members/participants furnish to the exchange records pertaining to transactions executed on or through the exchange in a time and manner required by such exchange.93 Accordingly, BSTX believes that the proposed end-of-day Security balance reporting requirement would be consistent with authority that the Commission has already approved regarding furnishment of records by members of exchanges. The Exchange recognizes that, while the ancillary recordkeeping mechanism will provide additional transparency into Security holdings, there are limitations in what the Ethereum 93 See e.g., BOX Rule 10000(a) and (b), Cboe BZX Rule 4.2, and IEX Rule 4.540. Broker-dealers are also subject to daily or real-time reporting obligations in a variety of other contexts. For example, pursuant to the FINRA Rule 7000 Series. See e.g., FINRA Rule 7230A(b) (noting that ‘‘Participants shall transmit trade reports to the System for transactions in Reportable Securities as soon as practicable but no later than 10 seconds after execution . . .’’). Trades in municipal securities are generally required within 15 minutes of the time of trade. See MSRB Rule G–14(a)(ii). E:\FR\FM\19AUN2.SGM 19AUN2 51262 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 blockchain will reflect with regard to end-of-day Security balances as an ancillary recordkeeping mechanism given that all non-BSTX Participants’ balances will be aggregated and reflected in an omnibus wallet address for each Security.94 In addition, the endof-day token balances (which represent Securities) may be inaccurate or unavailable,95 such as when a BSTX Participant misreports its balance or under circumstances in which BSTX is unable to send the balances to the Wallet Manager or the Wallet Manager is unable to update the Ethereum blockchain, as discussed above. For these reasons, among others, the Exchange believes that initially using blockchain technology as an ancillary recordkeeping mechanism pursuant to which the Securities represented on the blockchain in tokenized form would not convey legal ownership is the appropriate way to explore the potential benefits of blockchain technology 94 The Exchange does not believe that imposing the end-of-day Security reporting requirement on BSTX Participants is unfairly discriminatory or burdens competition because all market participants are free to choose whether to become a BSTX Participant or not and there is no limitation imposed by the Exchange on the ability to trade Securities on other markets. Market participants that voluntarily choose to become BSTX Participants must comply with the rules of the Exchange, but they remain free to become a member of another exchange that supports trading of Securities or to purchase the Securities OTC. The Exchange further notes that it believes the end-ofday Security balance reporting process would not impose a substantial burden on BSTX Participants, because it would not require significant resources or time. 95 The Exchange notes that, pursuant to the endof-day reporting process as provided in Rule 17020 and as explained in further detail above, in all cases the Exchange would provide Security balance information to the Wallet Manager based on reports provided by BSTX Participants, and in no case will the Exchange knowingly provide inaccurate information to the Wallet Manager. The Exchange believes that inaccuracies in end-of-day Security balances should not be routine, and has adopted a number of mechanisms as safeguards against potential inaccuracies, including a duty to promptly correct an inaccurate report, authority for the Exchange to request additional information, suspension of the reporting process, and potential disciplinary action against BSTX Participants who do not meet these requirements. See Proposed Rule 17020(e) and (f). Nevertheless, the Exchange has described here potential scenarios where potential inaccuracies could theoretically occur in the interest of full transparency. Ultimately, any reporting regime depends on the accuracy of the information reported to the reporting authority, including reporting regimes administered by the Commission such as large trader reporting, ATS quarterly transaction volume data, and securitybased swap reporting. See e.g., 17 CFR 13h– 1(b)(1)(iii) (requiring prompt filing of a Form 13H filing at the end of each calendar quarter if any information in a Form 13H becomes inaccurate for any reason); Exchange Act Release No. 74244, 80 FR 15464 (March 19, 2015) (‘‘any system for transaction reporting must accommodate the possibility that certain data elements may be incorrectly reported.’’). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 consistent with the protection of investors and the public interest.96 In the event of any disruption to the blockchain, the architecture of the Security (and its tokenized representation), or to the end-of-day Security balance reporting process, there would be no impact on the ability of market participants to trade Securities or current balances of Securities actually held by each market participant through the facilities of DTC, which the Exchange believes furthers the protection of investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act.97 Moreover, the Exchange believes that the public has an interest in exploring the use of new technology, such as blockchain technology, and that such technology may be able to help perfect the mechanism of a free and open market and a national market system, consistent with Section 6(b)(5) of the Exchange Act.98 Finally, the Exchange believes that use of anonymized wallet addresses to track end-of-day balances may prevent fraudulent and manipulative acts and practices, consistent with Section 6(b)(5) of the Exchange Act,99 because obscuring the identities of the wallet address owners may make it difficult to misuse any private information associated with these wallet addresses. The Exchange believes that the proposal is reasonably designed to introduce blockchain technology in a gradual way and in coordination and cooperation with the industry, the Commission, and the existing regulatory framework.100 96 15 U.S.C. 78f(b)(5). The Exchange notes that the incidences of blockchain disruption or balance reporting issues would be mitigated by its proposals in Rules 17020 (e) and (f). 98 15 U.S.C. 78f(b)(5). 99 Id. 100 In the SIFMA April Letter, SIFMA asked about the implications of having end-of-day balance positions publicly available and whether the reporting system can be ‘‘gamed’’ by a BSTX Participant falsely reporting large holdings. SIFMA April Letter at 5. The Exchange notes that knowingly reporting a false number of Securities to the Exchange would be a direct violation of proposed Rule 17020, violate just and equitable principles of trade, and would be subject to disciplinary action by the Exchange. Nevertheless, if a BSTX Participant did try to ‘‘game’’ the ancillary recordkeeping process by, as SIFMA suggests, over- or under-reporting a quantity, it would not have any impact on the ability of the Securities to trade, clear or settle. Further, as described above, the balance information would not be useful to inform a market participant’s trading in Securities because an observer of the blockchain would not know which market participant is associated with each wallet address, whether it is a DTC Participant reporting on behalf of multiple different BSTX participants, whether the position is long or short, and whether the position is for a customer or a proprietary position of the BSTX Participant. See supra notes 94 and 96 and 97 Id. PO 00000 Frm 00014 Fmt 4701 Sfmt 4703 K. Trading Securities on Other National Securities Exchanges and Implications Related to End-of-Day Reporting Securities would be eligible for trading on other national securities exchanges that extend unlisted trading privileges (‘‘UTP’’) to them. As described above in Part II.E, Securities would be held in ‘‘street name’’ at DTC, have a CUSIP number, and would clear and settle through the facilities of a clearing agency registered with the SEC (i.e., NSCC and DTC respectively). As a result, Securities would be able to trade on other exchanges and OTC in the same manner as other NMS stock. Accordingly, other exchanges would be able to extend unlisted trading privileges to Securities in accordance with Commission rules. The end-of-day Security position balance reporting by BSTX Participants and the publication of such balance information on the blockchain does not impact the ability of Securities to trade on other exchanges or OTC. The Exchange proposes to include certain rules that contemplate the trading of Securities that may be listed on other national securities exchanges.101 Since there are currently no other national securities exchanges trading Securities, these rules would be implemented in anticipation of other exchanges eventually listing and trading their own Securities. BSTX recognizes that another exchange trading Securities, or the equivalent thereof, may require BSTX to adopt certain rules specific to such other exchange in order to extend unlisted trading privileges to the other exchange’s Securities consistent with Rule 12f–5.102 The Exchange reiterates that the proposed ancillary recordkeeping process is entirely separate from the functioning and requirements of Regulation NMS, as discussed above in II.C. Securities may trade away from BSTX in a manner identical to all other NMS stocks. However, to the extent another exchange sought to adopt its own ancillary recordkeeping mechanism for BSTX-listed Securities, the Exchange believes there are multiple ways that this could be done. The Exchange cannot predict whether an exchange would want to establish an ancillary recordkeeping mechanism with respect accompanying text. Accordingly, it is unclear what purpose would be served or incentive there would be for a BSTX Participant to try to ‘‘game’’ the ancillary recordkeeping process. Attempting to do so offers no discernable advantage while at the same time exposing a BSTX Participant to disciplinary action. 101 See e.g., proposed Rule 25040(e). 102 17 CFR 240.12f–5. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 to BSTX-listed Securities, what model another exchange might choose, and how or whether such a structure would interact with the Exchange’s end-of-day reporting structure. The Exchange expresses no view on the merits of any such hypothetical proposal other than to note that there is no limitation proposed here that would prevent another exchange from participating in the Exchange’s ancillary recordkeeping process or establishing some alternative or complementary process. One possible way another exchange could structure its end-of-day Security balance reporting, would be for the exchange to adopt rules stating that it will collect end-of-day Security balance information from its members based on the balance in each participant’s DTC account and then such exchange could send that information to BSTX to deliver to a Wallet Manager for posting to the Ethereum blockchain. No development of blockchain technology, smart contract functionality, or other similar technology would be required.103 An exchange could also support trading in BSTX-listed Securities without implementing such requirements. An exchange not wishing to report end-ofday balance positions directly to BSTX could instead engage its own version of a wallet manager that could communicate with BSTX’s Waller Manager(s) to facilitate updates to the Ethereum blockchain.104 A third 103 By way of analogy, this is because an exchange that adopts such a reporting structure would be in a position similar to a BSTX Participant, in that it would simply be delivering end-of-day security balance totals to BSTX (or a Wallet Manager). Therefore, just as with BSTX Participants who need not develop any particular blockchain reporting technology pursuant to end-of-day reporting, an exchange that chose to send end-of-day Security balance reports to BSTX (or a Wallet Manager that BSTX used to update the Ethereum blockchain) would not need to develop any blockchain technology. 104 Because the ancillary recordkeeping process proposed by the Exchange is not part of Regulation NMS or designed to facilitate compliance with Regulation NMS, it is unclear that it would be necessary for BSTX and such other exchange(s) to file a NMS plan with respect to coordinating ancillary recordkeeping mechanisms. A NMS plan is defined under the Exchange Act as any joint SRO plan in connection with: ‘‘(i) the planning, development, operation or regulation of a national market system (or a subsystem thereof) or one or more facilities thereof; or (ii) the development and implementation of procedures and/or facilities designed to achieve compliance by a self-regulatory organizations and their members with any section of this Regulation NMS . . .’’ 17 CFR 242.600(b)(44). Nevertheless, to the extent the Commission believed a NMS plan would be necessary to facilitate the coordination of ancillary recordkeeping processes, the Exchange would gladly welcome any such opportunity as it would promote more complete end-of-day Security balance records by including more market participants in the process. No other exchange has yet contacted the Exchange to express interest in VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 potential variation might be for an exchange to design its own reporting process and technology to facilitate ancillary recordkeeping, with no nexus to the BSTX reporting structure.105 The Exchange notes that it has no authority to bind another exchange to any particular reporting structure and is not proposing anything that would limit an exchange’s ability to establish a similar, different, or integrated reporting structure. As noted above and elsewhere in this proposal, the Exchange’s ancillary recordkeeping mechanism is not a function of Regulation NMS as it exists today, and this proposal should not be read to impose conditions on transactions or persons other than BSTX Participants. Securities clear and settle in the same manner as other NMS stock and therefore an exchange that chooses to extend UTP to Securities may trade them in the same manner as any other NMS stock without any end-of-day or blockchain reporting structure. Market participants that wish to trade Securities and choose to become BSTX Participants or participants of another exchange that chooses to adopt some ancillary recordkeeping process would subject themselves to either BSTX’s or the other exchange’s ancillary reporting process or both. Of course, any market participant doing this would have to opt for participation in the relevant exchange, and any costs or compliance burden would be set forth in the rules of the relevant exchange.106 Any market participant that would not want to perform the reporting obligations could avoid doing so by simply choosing to not become a BSTX Participant or participant of any other exchange imposing end-of-day Security balance reporting requirements on its members. establishing a coordinated ancillary recordkeeping process, but the Exchange would be pleased to engage other exchanges in this regard. 105 An exchange need not even necessarily use blockchain technology to record end-of-day position balance reports of its members. Such a recordkeeping process would not be able to leverage the smart contract functionality built into BSTXlisted issuers’ shares pursuant to the BSTX Protocol, but there is nothing in principle that would prevent another exchange from using its own systems or technology to create ancillary records of its members’ Security balances. In such a case, the records published by the other exchange would reflect those of its members while the Etherum blockchain would reflect the balances of BSTX Participants. These would be separate sets of ancillary records. 106 A market participant that chooses to become a BSTX Participant would only need to obtain a wallet address from the Exchange and comply with the end-of-day Security balance reporting requirement pursuant to proposed Rule 17020. There is no technological investment needed by BSTX Participants under the proposal related to the use of distributed ledger technology. PO 00000 Frm 00015 Fmt 4701 Sfmt 4703 51263 L. Benefits of a Security As described above, the proposed BSTX Rules contemplate the use of smart contract functionality to record end-of-day Security position balance information in tokenized form to the Ethereum blockchain as an ancillary recordkeeping mechanism. The Exchange’s proposal thereby represents an ancillary pairing of blockchain technology with the existing equities market infrastructure, in a manner consistent with Section 6(b)(5) and other relevant provisions of the Exchange Act, as described herein. The Commission has stated that it is ‘‘mindful of the benefits of increasing use of new technologies for investors and the markets, and has encouraged experimentation and innovation . . .’’ 107 stating further that ‘‘[i]nformation and communications technologies are critical to healthy and efficient primary and secondary markets.’’ 108 Regarding the judgment of whether the benefits of certain technologies are meritorious, the Commission has explained its view that ‘‘[t]he market will ultimately prove the worth of technology—whether the benefits to the industry and its investors of developing and using new services are greater than the associated costs.’’ 109 Consistent with these statements, the Exchange believes that promoting use of the functionality of smart contracts and their ability to allocate and re-allocate Security balances in tokenized form across multiple addresses in connection with end-of-day Security position balance information of BSTX Participants will allow market participants to observe and increase their familiarity with the capabilities and potential benefits of blockchain technology in a context that parallels current equity market infrastructure and thereby advance and protect the public’s interest in the use and development of new data processing techniques that may create opportunities for more efficient, effective and safe securities markets.110 As noted, because the 107 Securities and Exchange Commission, The Impact of Recent Technological Advances on the Securities Markets (Sep. 1997), available at: https:// www.sec.gov/news/studies/techrp97.htm. 108 Id. 109 Id. 110 Report of the Senate Committee on Banking, Housing & Urban Affairs, S. Rep. No. 94–75, at 8 (1975) (expressing Congress’ finding that new data processing and communications systems create the opportunity for more efficient and effective markets). While the Exchange believes that its proposal represents an introductory step in pairing the benefits of blockchain technology with the current equity market infrastructure, other market participants and FINRA have recognized additional E:\FR\FM\19AUN2.SGM Continued 19AUN2 51264 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices blockchain and Security balances recorded on the Ethereum blockchain in tokenized form do not reflect legal ownership of the actual securities of BSTX-listed issuers, any disruption to the Ethereum blockchain, the Security architecture, or the end-of-day reporting process would have no impact on the ability of Securities to trade on BSTX or otherwise, which the Exchange believes furthers the protection of investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act.111 III. Proposed BSTX Rules The discussion in this Part III addresses the proposed BSTX Rules that would be adopted as Rule Series 17000 through 28000. jbell on DSKJLSW7X2PROD with NOTICES2 A. General Provisions of BSTX and Definitions (Rule 17000 Series) The Exchange proposes to adopt as its Rule 17000 Series (General Provisions of BSTX) a set of general provisions relating to the trading of Securities and other rules governing participation on BSTX. Proposed Rule 17000 sets forth the defined terms used throughout the BSTX Rules. The majority of the proposed definitions are substantially similar to defined terms used in other equities exchange rulebooks, such as with respect to the term ‘‘customer.’’ 112 potential benefits to blockchain technology in various applications related to the securities markets. FINRA has stated ‘‘[o]ne of the proposed benefits of [blockchain technology] is the ability to offer a timestamped, sequential, audit trail of transaction records. This may provide regulators and other interested parties (e.g., internal audit, public auditors) with the opportunity to leverage the technology to view the complete history of a transaction where it may not be available today and enhance existing records related to securities transactions.’’ Financial Industry Regulatory Authority, Distributed Ledger Technology: Implications of Blockchain for the Securities Industry (January 2017), available at: https:// www.finra.org/sites/default/files/FINRA_ Blockchain_Report.pdf. Further, Paxos Trust Company echoed similar themes in connection with its receipt of no-action relief from the Commission staff, and explained in its request letter certain benefits of blockchain technology including ‘‘greater data accuracy and transparency, advanced security, and increased levels of availability and operational efficiency[.]’’ the Exchange believes such benefits may be generally relevant to future potential applications of blockchain technology. See Letter from Jeffrey S. Mooney, Division of Trading and Markets, Securities and Exchange Commission to Charles Cascarilla and Daniel Burstein, Paxos Trust Company, LLC re: Clearing Agency Registration Under Section 17A(b)(1) of the Securities Exchange Act of 1934 (October 28, 2019), available at: https://www.sec.gov/divisions/ marketreg/mr-noaction/2019/paxos-trust-company102819-17a.pdf. 111 15 U.S.C. 78f(b)(5). 112 Proposed Rule 17000(a)(16) defines the term ‘‘customer’’ to not include a broker or dealer, which parallels the same definition in other exchange rulebooks. See e.g., IEX Rule 1.160(j). Similarly, the Exchange proposes to define the term ‘‘Regular Trading Hours’’ as the time between 9:30 a.m. and VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 The Exchange proposes to set forth new definitions for certain terms to specifically identify systems, agreements, or persons as they relate to BSTX and as distinct from other Exchange systems, agreements, or persons that may be used in connection with the trading of other options on the Exchange.113 The Exchange also proposes to define certain unique terms relating to the trading of Securities, including the term ‘‘Security’’ itself 114 and ‘‘Wallet Manager.’’ 115 The term ‘‘Wallet Manager’’ is defined to provide context to the wallet address whitelisting and end-of-day Security balance reporting processes used to update the Ethereum blockchain as an ancillary recordkeeping mechanism.116 In addition to setting forth proposed definitions used throughout the proposed Rules, the Exchange proposes to specify in proposed Rule 17010 (Applicability) that the Rules set forth in the Rule 17000 Series to Rule 28000 Series apply to the trading, listing, and related matters pertaining to the trading of Securities. Proposed Rule 17010(b) provides that, unless specific Rules relating to Securities govern or unless the context otherwise requires, the provisions of any Exchange Rule (i.e., including Exchange Rules in the Rule 100 through 16000 Series) shall be applicable to BSTX Participants.117 This is intended to make clear that BSTX Participants are subject to all of the Exchange’s Rules that may be applicable to them, notwithstanding that their trading activity may be limited solely to trading Securities. The Exchange 4:00 p.m. Eastern Time. See proposed Rule 17000(a)(28) cf. IEX Rule 1.160(gg) (defining ‘‘Regular Market Hours’’ in the same manner). 113 For example, the Exchange proposes to define the term ‘‘BSTX’’ to mean the facility of the Exchange for executing transaction in Securities, the term ‘‘BSTX Participant’’ to mean a Participant or Options Participant (as those terms are defined in the Exchange’s Rule 100 Series) that is authorized to trade Securities, and the term ‘‘BSTX System’’ to mean the automated trading system used by BSTX for the trading of Securities. See proposed Rule 17000(a)(8), (11), and (14). 114 Proposed Rule 17000(a)(30) provides that the term ‘‘Security’’ means a NMS stock, as defined in Rule 600(b)(47) of the Exchange Act, trading on the BSTX System and for which ancillary Ethereum blockchain records are maintained under the BSTX Rules. The proposed definition further specifies that references to a ‘‘security’’ or ‘‘securities’’ in the Rules may include Securities. 115 Proposed Rule 17000(a)(31) defines the term ‘‘Wallet Manager’’ as a party approved by BSTX to operate software compatible with the BSTX Protocol. See also supra Sections II.G and H. for a discussion of the role of a Wallet Manager. 116 See supra note 62. 117 Proposed Rule 17010 further specifies that to the extent the provisions of the Rules relating to the trading of Securities contained in Rule 17000 Series to Rule 28000 Series are inconsistent with any other provisions of the Exchange Rules, the Rules relating to Security trading shall control. PO 00000 Frm 00016 Fmt 4701 Sfmt 4703 believes that the proposed definitions set forth in Rule 17000 are consistent with Section 6(b)(5) of the Exchange Act 118 because they protect investors and the public interest by setting forth clear definitions that help BSTX Participants understand and apply Exchange Rules. Without clearly defining terms used in the Exchanges Rules and providing clarity as to the Exchange Rules that may apply, market participants could be confused as to the application of certain rules, which could cause harm to investors. Proposed Rule 17020 sets forth the requirements to obtain a whitelisted wallet address from BSTX, and the endof-day Security balance reporting, which are discussed in greater detail above in Parts II.G through L. B. Participation on BSTX (Rule 18000 Series) The Exchange proposes to adopt as its Rule 18000 Series (Participation on BSTX), three rules setting forth certain requirements relating to participation on BSTX. Proposed Rule 18000 (BSTX Participation) establishes ‘‘BSTX Participants’’ as a new category of Exchange participation for effecting transactions on the BSTX System, provided they: (i) Complete the BSTX Participant Application, Participation Agreement, and User Agreement; 119 (ii) be an existing Options Participant or become a Participant of the Exchange pursuant to the Rule 2000 Series; and (iii) provide such other information as required by the Exchange.120 Proposed Rule 18010 (Requirements for BSTX Participants) sets forth certain requirements for BSTX Participants including requirements that each BSTX Participant comply with Rule 15c3–1 under the Exchange Act, comply with applicable books and records requirements, and be a member of a registered clearing agency or clear Security transactions through another BSTX Participant that is a member/ participant of a registered clearing agency.121 Finally, proposed Rule 18020 118 15 U.S.C. 78f(b)(5). BSTX Participant Application, Participation Agreement, and User Agreement are attached as Exhibits 3A, 3B, and 3C respectively. 120 Proposed Rule 18000 also sets forth the Exchange’s review process regarding BSTX Participation Agreements and certain limitations on the ability to transfer BSTX Participant status (e.g., in the case of a change of control). In addition proposed Rule 18000(b)(2) provides that a BSTX Participant shall continue to abide by all applicable requirements of the Rule 2000 Series, which would include, for example, IM–2040–5, which specifies continuing education requirements of Exchange Participants and their associated persons. 121 Proposed Rule 18010(b) is similar to the rules of existing exchanges. See e.g., IEX Rule 2.160(c). Proposed Rule 18010(a) is also similar to the rules 119 The E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices (Associated Persons) provides that associated persons of a BSTX Participant are bound by the Rules of the Exchange to the same extent as each BSTX Participant. The Exchange believes that the proposed Rule 18000 Series (Participation on BSTX) is consistent with Section 6(b)(5) of the Exchange Act 122 because these proposed rules are designed to promote just and equitable principles of trade, and protect investors and the public interest by setting forth the requirements to become a BSTX Participant and specifying that associated persons of a BSTX Participant are bound by Exchange Rules. Under proposed Rule 18000, a BSTX Participant must first become an Exchange Participant pursuant to the Exchange Rule 2000 Series which the Exchange believes would help assure that BSTX Participants meet the appropriate standards for trading on BSTX in furtherance of the protection of investors.123 jbell on DSKJLSW7X2PROD with NOTICES2 C. Business Conduct for BSTX Participants (Rule 19000 Series) The Exchange proposes to adopt as its Rule 19000 Series (Business Conduct for BSTX Participants), twenty two rules relating to business conduct requirements for BSTX Participants that are substantially similar to business conduct rules of other exchanges.124 The proposed Rule 19000 Series would specify business conduct requirements with respect to: (i) Just and equitable principles of trade; 125 (ii) adherence to law; 126 (iii) use of fraudulent devices; 127 (iv) false statements; 128 (v) of existing exchanges. See e.g., IEX Rule 1.160(s) and Cboe BZX Rule 17.2(a). 122 15 U.S.C. 78f(b)(5). 123 The Exchange notes that the approach of requiring members of a facility of an exchange to first become members of the exchange is consistent with the approach used by another national securities exchange. See Cboe BZX Rule 17.1(b)(3) (requiring that a Cboe BZX options member be an existing member or become a member of the Cboe BZX equities exchange pursuant to the Cboe BZX Chapter II Series). 124 See Cboe BZX Chapter 5 rules. See also IEX Rule 5.150 with respect to proposed Rule 21040 (Prevention of the Misuse of Material, Non-Public Information). 125 Proposed Rule 19000 (Just and Equitable Principles of Trade) provides that no BSTX Participant, including its associated persons, shall engage in acts or practices inconsistent with just and equitable principles of trade. 126 Proposed Rule 19010 (Adherence to Law) generally requires BSTX Participants to adhere to applicable laws and regulatory requirements. 127 Proposed Rule 19020 (Use of Fraudulent Devices) generally prohibits BSTX Participants from effecting a transaction in any security by means of a manipulative, deceptive or other fraudulent device or contrivance. 128 Proposed Rule 19030 (False Statements) generally prohibits BSTX Participants and their VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 know your customer; 129 (vi) fair dealing with customers; 130 (vii) suitability; 131 (viii) the prompt receipt and delivery of securities; 132 (ix) charges for services performed; 133 (x) use of information obtained in a fiduciary capacity; 134 (xi) publication of transactions and quotations; 135 (xii) offers at stated prices; 136 (xiii) payments involving publications that influence the market price of a security; 137 (xiv) customer confirmations; 138 (xv) disclosure of a control relationship with an issuer of Securities; 139 (xvi) discretionary accounts; 140 (xvii) improper use of customers’ securities or funds and a prohibition against guarantees and associated persons from making false statements or misrepresentations in communications with the Exchange. 129 Proposed Rule 19040 (Know Your Customer) requires BSTX Participants to comply with FINRA Rule 2090 as if such rule were part of the Exchange Rules. 130 Proposed Rule 19050 (Fair Dealing with Customers) generally requires BSTX Participants to deal fairly with customers and specifies certain activities that would violate the duty of fair dealing (e.g., churning or overtrading in relation to the objectives and financial situation of a customer). 131 Proposed Rule 19060 (Suitability) provides that BSTX Participants and their associated persons shall comply with FINRA Rule 2111 as if such rule were part of the Exchange Rules. 132 Proposed Rule 19070 (Prompt Receipt and Delivery of Securities) would generally prohibit a BSTX Participant from accepting a customer’s purchase order for a security until it can determine that the customer agrees to receive the securities against payment. 133 Proposed Rule 19080 (Charges for Services Performed) generally requires that charges imposed on customers by broker-dealers shall be reasonable and not unfairly discriminatory. 134 Proposed Rule 19090 (Use of Information Obtained in a Fiduciary Capacity) generally restricts the use of information as to the ownership of securities when acting in certain capacities (e.g., as a trustee). 135 Proposed Rule 19100 (Publication of Transactions and Quotations) generally prohibits a BSTX Participant from disseminating a transaction or quotation information unless the BSTX Participant believes it to be bona fide. 136 Proposed Rule 19110 (Offers at Stated Prices) generally prohibits a BSTX Participant from offering to transact in a security at a stated price unless it is in fact prepared to do so. 137 Proposed Rule 19120 (Payments Involving Publications that Influence the Market Price of a Security) generally prohibits direct or indirect payments with the aim of disseminating information that is intended to effect the price of a security. 138 Proposed Rule 19130 (Customer Confirmations) requires that BSTX Participants comply with Rule 10b–10 of the Exchange Act. 17 CFR 240.10b–10. 139 Proposed Rule 19140 (Disclosure of Control Relationship with Issuer) generally requires BSTX Participants to disclose any control relationship with an issuer of a security before effecting a transaction in that security for the customer. 140 Proposed Rule 19150 (Discretionary Accounts) generally provides certain restrictions on BSTX Participants handling of discretionary accounts, such as by effecting excessive transactions or obtained authorization to exercise discretionary powers. PO 00000 Frm 00017 Fmt 4701 Sfmt 4703 51265 sharing in accounts; 141 (xviii) the extent to which sharing in accounts is permissible; 142 (xix) communications with customers and the public; 143 (xx) gratuities; 144 (xxi) telemarketing; 145 and (xxii) mandatory systems testing.146 The Exchange notes that the proposed financial responsibility rules are virtually identical to those of other national securities exchanges other than changes to defined terms and certain other provisions that would not apply to the trading of Securities on the BSTX System.147 The Exchange believes that the proposed Rule 19000 Series (Business Conduct) is consistent with Section 6(b)(5) of the Exchange Act 148 because these proposed rules are designed to prevent fraudulent and manipulative acts and practices, promote just and equitable principles of trade, and protect investors and the public interest by setting forth appropriate standards of conduct applicable to BSTX Participants in carrying out their business activities. For example, proposed Rule 19000 (Just and Equitable Principles of Trade) and 19010 (Adherence to Law) would prohibit BSTX Participants from engaging in acts or practices inconsistent with just and equitable principles of trade or that would violate 141 Proposed Rule 19160 (Improper Use of Customers’ Securities or Funds and Prohibition against Guarantees and Sharing in Accounts) generally prohibits BSTX Participants from making improper use of customers securities or funds and prohibits guarantees to customers against losses. 142 Proposed Rule 19170 (Sharing in Accounts; Extent Permissible) generally prohibits BSTX Participants and their associated persons from sharing directly or indirectly in the profit or losses of the account of a customer unless certain exceptions apply such as where an associated person receives prior written authorization from the BSTX Participant with which he or she is associated. 143 Proposed Rule 19180 (Communications with Customers and the Public) generally provides that BSTX Participants and their associated persons shall comply with FINRA Rule 2210 as if such rule were part of the Exchange Rules. 144 Proposed Rule 19200 (Gratuities) requires BSTX Participants to comply with the requirements set forth in BOX Exchange Rule 3060 (Gratuities). 145 Proposed Rule 19210 (Telemarketing) requires that BSTX Participants and their associated persons comply with FINRA Rule 3230 as if such rule were part of the Exchange’s Rules. 146 Proposed Rule 19220 (Mandatory Systems Testing) requires that BSTX Participants comply with Exchange Rule 3180 (Mandatory Systems Testing). 147 For example, the Exchange is not proposing to adopt a rule contained in other exchanges’ business conduct rules relating to disclosures that brokerdealers give to their customers regarding the risks of effecting securities transactions during times other than during regular trading hours (e.g., higher volatility, possibly lower liquidity) because executions may only occur during regular trading hours on the BSTX System. See e.g., IEX Rule 3.290, Cboe BZX Rule 3.21. 148 15 U.S.C. 78f(b)(5). E:\FR\FM\19AUN2.SGM 19AUN2 51266 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices applicable laws and regulations. Similarly, proposed Rule 19050 (Fair Dealing with Customers) would require that BSTX Participants deal fairly with their customers and proposed Rule 19030 (False Statements) would generally prohibit BSTX Participants, or their associated persons from making false statements or misrepresentations to the Exchange. The Exchange believes that requiring that BSTX Participants comply with the proposed business conduct rules in the Rule 19000 Series would further the protection of investors and the public interest by promoting high standards of commercial honor and integrity. In addition, each of the rules in the proposed Rule 19000 Series (Business Conduct) is substantially similar to supervisory rules of other exchanges.149 D. Financial and Operational Rules for BSTX Participants (Rule 20000 Series) The Exchange proposes to adopt as its Rule 20000 Series (Financial and Operational Rules), ten rules relating to financial and operational requirements for BSTX Participants that are substantially similar to financial and operational rules of other exchanges.150 The proposed Rule 20000 Series would specify financial and operational requirements with respect to: (i) Maintenance and furnishing of books and records; 151 (ii) financial reports; 152 (iii) net capital compliance; 153 (iv) early warning notifications pursuant to Rule 17a–11 under the Exchange Act; 154 (v) authority of the Chief Regulatory Officer to impose certain restrictions; 155 (vi) 149 See supra note 134. Cboe BZX Chapter 6 rules and IEX Chapter 5 rules. 151 Proposed Rule 20000 (Maintenance, Retention and Furnishing of Books, Records and Other Information) requires that BSTX Participants comply with current Exchange Rule 1000 (Maintenance, Retention and Furnishing of Books, Records and Other Information) and that BSTX Participants shall submit to the Exchange order, market and transaction data as the Exchange may specify by Information Circular. 152 Proposed Rule 20010 (Financial Reports) provides that BSTX Participants shall comply with the requirements of current Exchange Rule 10020 (Financial Reports). 153 Proposed Rule 20020 (Capital Compliance) provides that each BSTX Participant subject to Rule 15c3–1 under the Exchange Act (17 CFR 240.15c3– 1) shall comply with such rule and other financial and operational rules contained in the proposed Rule 20000 series. 154 17 CFR 240.17a–11. Proposed Rule 20030 (‘‘Early Warning’’ Notification) provides that BSTX Participants subject to the reporting or notifications requirements of Rule 17a–11 under the Exchange Act (17 CFR 240.17a–11) or similar ‘‘early warning’’ requirements imposed by other regulators shall provide the Exchange with certain reports and financial statements. 155 Proposed Rule 20040 (Power of CRO to Impose Restrictions) generally provides that the Exchange’s jbell on DSKJLSW7X2PROD with NOTICES2 150 See VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 margin; 156 (vii) day-trading margin; 157 (viii) customer account information; 158 (ix) maintaining records of customer complaints; 159 and (x) disclosure of financial condition.160 The Exchange believes that the proposed Rule 20000 (Financial and Operational Rules) Series is consistent with Section 6(b)(5) of the Exchange Act 161 because these proposed rules are designed to prevent fraudulent and manipulative acts and practices, promote just and equitable principles of trade, and protect investors and the public interest by subjecting BSTX Participants to certain recordkeeping, disclosure, and related requirements designed to ensure that BSTX Participants conduct themselves in a financially responsible manner. For example, proposed Rule 20000 would require BSTX Participants to comply with existing Exchange Rule 1000, which sets forth certain recordkeeping responsibilities and the obligation to furnish these to the Exchange upon request so that the Exchange can appropriately monitor the financial condition of a BSTX Participant and its compliance with applicable regulatory requirements. Similarly, proposed Rule 20050 would set forth the margin requirements that BSTX Participants must retain with respect to customers trading in a margin account to ensure that BSTX Participants are not extending credit to customers in a manner that might put the financial condition of the BSTX Participant in jeopardy. Each of the proposed rules in the Rule 20000 Series (Financial and Operational Rules) is substantially similar to existing rules of other exchanges or incorporates an existing rule of the Exchange or another selfChief Regulatory Officer may impose restrictions and conditions on a BSTX Participant subject to the early warning notification requirements under certain circumstances. 156 Proposed Rule 20050 (Margin) sets forth the required margin amounts for certain securities held in a customer’s margin account. 157 Proposed Rule 20060 (Day Trading Margin) sets forth additional requirements with respect to customers that engage in day trading. 158 Proposed Rule 20070 (Customer Account Information) requires that BSTX Participants comply with FINRA Rule 4512 as if such rule were part of the Exchange Rules and further clarifies certain cross-references within FINRA Rule 4512. 159 Proposed Rule 20080 (Record of Written Customer Complaints) requires that BSTX Participants comply with FINRA Rule 4513 as if such rule were part of the Exchange Rules. 160 Proposed Rule 20090 (Disclosure of Financial Condition) generally requires that BSTX Participants make available certain information regarding the BSTX Participant’s financial condition upon request of a customer. 161 15 U.S.C. 78f(b)(5). PO 00000 Frm 00018 Fmt 4701 Sfmt 4703 regulatory organization (‘‘SRO’’) by reference. E. Supervision (Rule 21000 Series) The Exchange proposes to adopt as its Rule 21000 Series (Supervision), six rules relating to certain supervisory requirements for BSTX Participants that are substantially similar to supervisory rules of other exchanges.162 The Proposed Rule 21000 Series would specify supervisory requirements with respect to: (i) Enforcing written procedures to appropriately supervise the BSTX Participant’s conduct and compliance with applicable regulatory requirements; 163 (ii) designation of an individual to carry out written supervisory procedures; 164 (iii) maintenance and keeping of records carrying out the BSTX Participant’s written supervisory procedures; 165 (iv) review of activities of each of a BSTX Participant’s offices, including periodic examination of customer accounts to detect and prevent irregularities or abuses; 166 (v) the prevention of the misuse of material non-public information; 167 and (vi) implementation of an anti-money laundering (‘‘AML’’) compliance program.168 These rules are designed to ensure that BSTX Participants are able to appropriately supervise their business activities, review and maintain records with respect to such supervision, and enforce specific procedures relating insidertrading and AML. The Exchange believes that the proposed Rule 21000 (Supervision) Series is consistent with Section 6(b)(5) of the Exchange Act 169 because these proposed rules are designed to prevent fraudulent and manipulative acts and 162 See Cboe BZX Chapter 5 rules. See also IEX Rule 5.150 with respect to proposed Rule 21040 (Prevention of the Misuse of Material, Non-Public Information). 163 Proposed Rule 21000 (Written Procedures). 164 Proposed Rule 21010 (Responsibility of BSTX Participants) would also require that a copy of a BSTX’s written supervisory procedures be kept in each office and makes clear that final responsibility for proper supervision rests with the BSTX Participant. 165 Proposed Rule 21020 (Records). 166 Proposed Rule 21030 (Review of Activities). 167 Proposed Rule 21040 (Prevention of the Misuse of Material, Non-Public Information) generally requires BSTX Participants to enforce written procedures designed to prevent misuse of material non-public information and sets forth examples of conduct that would constitute a misuse of material, non-public information. 168 Proposed Rule 21050 (Anti-Money Laundering Compliance Program). The Exchange already has rules with respect to Exchange Participants enforcing an AML compliance program set forth in Exchange Rule 10070 (Anti-Money Laundering Compliance Program), so proposed Rule 21050 specifies that BSTX Participants shall comply with the requirements of that pre-existing rule. 169 15 U.S.C. 78f(b)(5). E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices practices, promote just and equitable principles of trade, and protect investors and the public interest by ensuring that BSTX Participants have appropriate supervisory controls in place to carry out their business activities in compliance with applicable regulatory requirements. For example, proposed Rule 21000 (Written Procedures) would require BSTX Participants to enforce written procedures which enable them to supervise the activities of their associated persons and proposed Rule 21010 (Responsibility of BSTX Participants) would require a BSTX Participant to designate a person in each office to carry out written supervisory procedures. Requiring appropriate supervision of a BSTX Participant’s business activities and associated persons would promote compliance with the federal securities laws and other applicable regulatory requirements in furtherance of the protection of investors and the public interest.170 In addition, each of the rules in the proposed Rule 21000 Series (Supervision) is substantially similar to supervisory rules of other exchanges.171 F. Miscellaneous Provisions (Rule 22000 Series) The Exchange proposes to adopt as its Rule 22000 Series (Miscellaneous Provisions), six rules relating to a variety of miscellaneous requirements applicable to BSTX Participants that are substantially similar to rules of other exchanges.172 These miscellaneous provisions relate to: (i) Comparison and settlement requirements; 173 (ii) failures to deliver and failures to receive; 174 (iii) forwarding of proxy and other issuerrelated materials; 175 (iv) 170 Id. 171 See supra note 172. Cboe BZX Chapter 13 rules. See also IEX Rule 6.180 with respect to proposed Rule 22050 (Transactions Involving BOX Employees). 173 Proposed Rule 22000 (Comparison and Settlement Requirements) provides that a BSTX Participant that is a member of a registered clearing agency shall implement comparison and settlement procedures as may be required under the rules of such entity. The proposed rule would further provide that, notwithstanding this general provision, the Board may extend or postpone the time of delivery of a BSTX transaction whenever the Board determines that it is called for by the public interest, just and equitable principles of trade or to address unusual conditions. In such a case, delivery will occur as directed by the Board. 174 Proposed Rule 22010 (Failure to Deliver and Failure to Receive) provides that borrowing and deliveries must be effected in accordance with Rule 203 of Regulation SHO (17 CFR 242.203) and incorporates Rules 200–203 of Regulation SHO by reference into the rule (17 CFR §§ 242.200–203). 175 Proposed Rule 22020 (Forwarding of Proxy and Other Information; Proxy Voting) generally provides that BSTX Participants shall forward proxy materials when requested by an issuer and sets forth certain conditions and limitations for jbell on DSKJLSW7X2PROD with NOTICES2 172 See VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 commissions; 176 (v) regulatory services agreements; 177 and (vi) transactions involving Exchange employees.178 These rules are designed to capture additional regulatory requirements applicable to BSTX Participants, such as setting forth their obligation to deliver proxy materials at the request of an issuer and to incorporate by reference Rule 200–203 of Regulation SHO.179 The Exchange believes that the proposed Rule 22000 (Miscellaneous Provisions) Series is consistent with Section 6(b)(5) of the Exchange Act 180 because these proposed rules are designed to prevent fraudulent and manipulative acts and practices, promote just and equitable principles of trade, and protect investors and the public interest by ensuring that BSTX Participants comply with additional regulatory requirements, such as Rule 203 of Regulation SHO 181 as provided in proposed Rule 22010 (Failure to Deliver and Failure to Receive), in connection with their participation on BSTX. For example, proposed Rule 22030 (Commissions) prohibits BSTX Participants from charging fixed rates of commissions for transactions on the Exchange consistent with Section 6(e)(1) of the Exchange Act.182 Similarly, proposed Rule 22050 (Transactions involving Exchange Employees) sets forth certain requirements and prohibitions relating to a BSTX Participant providing certain financial services to an Exchange employee, which the Exchange believes helps prevent potentially fraudulent and manipulative acts and practices and furthers the protection of investors and the public interest. BSTX Participants to give a proxy to vote stock that is registered in its name. 176 Proposed Rule 22030 (Commissions) provides that the Exchange Rules or practices shall not be construed to allow a BSTX Participant or its associated persons to agree or arrange for the charging of fixed rates commissions for transactions on the Exchange. 177 Proposed Rule 22040 (Regulatory Service Agreement) provides that the Exchange may enter into regulatory services agreements with other SROs to assist in carrying out regulatory functions, but the Exchange shall retain ultimate legal responsibility for, and control of, its SRO responsibilities. 178 Proposed Rule 22040 (Transactions Involving Exchange Employees) sets forth conditions and limitations on a BSTX Participant providing loans or supporting the account of an Exchange employee (e.g., promptly obtaining and implementing an instruction from the employee to provide duplicate account statement to the Exchange) in order to mitigate any potential conflicts of interest that might arise from such a relationship. 179 17 CFR §§ 242.200–203. 180 15 U.S.C. 78f(b)(5). 181 17 CFR 242.203. 182 15 U.S.C. 78f(e)(1). PO 00000 Frm 00019 Fmt 4701 Sfmt 4703 51267 G. Trading Practice Rules (Rule 23000 Series) The Exchange proposes to adopt as its Rule 23000 Series (Trading Practice Rules), 14 rules relating to trading practice requirements for BSTX Participants that are substantially similar to trading practice rules of other exchanges.183 The proposed Rule 23000 series would specify trading practice requirements related to: (i) Market manipulation; (ii) fictitious transactions; (iii) excessive sales by a BSTX Participant; (iv) manipulative transactions; (v) dissemination of false information; (vi) prohibition against trading ahead of customer orders; (vii) joint activity; (viii) influencing data feeds; (ix) trade shredding; (x) best execution; (xi) publication of transactions and changes; (xii) trading ahead of research reports; (xiii) front running of block transactions; and (xiv) a prohibition against disruptive quoting and trading activity. The purpose of the trading practice rules is to set forth standards and rules relating to the trading conduct of BSTX Participants, primarily with respect to prohibiting forms of market manipulation and specifying certain obligations brokerdealers have to their customers, such as the duty of best execution. For example, proposed Rule 23000 (Market Manipulation) sets forth a general prohibition against a BSTX Participant purchasing a security at successively higher prices or sales of a security at successively lower prices, or to otherwise engage in activity for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such security.184 Proposed Rule 23010 (Fictitious Transactions) similarly prohibits BSTX Participants from fictitious transaction activity, such as executing a transaction which involves no beneficial change in ownership, and proposed Rule 23020 (Excessive Sales by a BSTX Participant) prohibits a BSTX Participant from executing purchases or sales in any security trading on the Exchange for any account in which it has an interest, which are excessive in view of the BSTX Participant’s financial resources or in view of the market for such security.185 Proposed Rule 23060 (Joint 183 See Cboe BZX Chapter 12 rules. Rule 23030 (Manipulative Transactions) specifies further prohibitions relating to potential manipulation by prohibiting BSTX Participants from, among other things, participating or having any direct or indirect interest in the profits of a manipulative operation or knowingly managing or financing a manipulative operation. 185 Other proposed rules relating to potential manipulation include: (i) Rule 23040 184 Proposed E:\FR\FM\19AUN2.SGM Continued 19AUN2 51268 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 Activity) prohibits a BSTX Participant from directly or indirectly holding any interest or participation in any joint account for buying or selling a security traded on the Exchange unless reported to the Exchange with certain information provided and proposed Rule 23090 (Best Execution) reaffirms BSTX Participants best execution obligations to their customers.186 Proposed Rule 23050 (Prohibition against Trading Ahead of Customer Orders) is substantially similar to FINRA 5320 and rules adopted by other exchanges,187 and generally prohibits BSTX Participants from trading ahead of customer orders unless certain enumerated exceptions are available and requires BSTX Participants to have a written methodology in place governing execution priority to ensure compliance with the Rule. The Exchange proposes to adopt each of the exceptions to the prohibition against trading ahead of customer orders as provided in FINRA Rule 5320 other than the exception related to trading outside of normal market hours, since trading on the Exchange would be limited to regular trading hours. The Exchange proposes to adopt the order handling procedures requirement in proposed Rule 23050(i) consistent with the rules of other exchanges.188 Specifically, proposed Rule 23050(i) would provide that a BSTX Participant must make every effort to execute a marketable customer order that it receives fully and promptly and must cross customer orders when they are (Dissemination of False Information), which generally prohibits, consistent with Exchange Rule 3080, BSTX Participants from spreading information that is false or misleading; (ii) Rule 23070 (Influencing Data Feeds), which generally prohibits transactions to influence data feeds; (iii) Rule 23080 (Trade Shredding), which generally prohibits conduct that has the intent or effect of splitting any order into multiple smaller orders for the primary purpose of maximizing remuneration to the BSTX Participant; (iv) Rule 23110 (Trading Ahead of Research Reports), which generally prohibits BSTX Participants from trading based on non-public advance knowledge of a research report and requires BSTX Participants to enforce policies and procedures to limit information flow from research personnel to trading personnel that might trade on such information; (v) Rule 23120 (Front Running Block Transactions), which incorporates FINRA Rule 5270 as though it were part of the Exchange’s Rules; and (vi) Rule 23130 (Disruptive Quoting and Trading Activity Prohibited), which incorporates Exchange Rule 3220 by reference. 186 In addition, proposed Rule 23100 (Publication of Transactions and Changes) provides that the Exchange will disseminate transaction information to appropriate data feeds, BSTX participants must provide information necessary to facilitate the dissemination of such information, and that an Exchange official shall be responsible for approving corrections to any reports transmitted over data feeds. 187 See e.g., Cboe BZX Rule 12.6. 188 See e.g., Cboe BZX Rule 12.6.07. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 marketable against each other consistent with the proposed Rule. The Exchange proposes to adopt a modified version of the exception set forth in FINRA Rule 5320.06 relating to minimum price improvement standards as proposed in Rule 23050(h). Under proposed Rule 23050(h), BSTX Participants would be permitted to execute an order on a proprietary basis when holding an unexecuted limit order in that same security without being required to execute the held limit order provided that they give price improvement of $0.01 to the unexecuted held limit order. While FINRA Rule 5320.06 sets forth alternate, lower price improvement standards for securities priced below $1, the Exchange proposes to adopt a uniform price improvement requirement of $0.01 for securities traded on the BSTX System consistent with the Exchange’s proposed uniform minimum price variant of $0.01 set forth in proposed Rule 25030. In addition, the Exchange proposes to adopt an exception for bona fide error transactions as proposed in Rule 25030(g) which would allow a BSTX Participant to trade ahead of a customer order if the trade is to correct a bona fide error, as defined in the rule. This proposed exception is nearly identical to similar exceptions of other exchanges 189 except that other exchange rules also provide an exception whereby firms may submit a proprietary order ahead of a customer order to offset a customer order that is in an amount other than a round lot (i.e., 100 shares). The Exchange is not adopting an exception for odd-lot orders under these circumstances because the minimum unit of trading for Securities pursuant to proposed Rule 25020 is one Security. The Exchange believes that there may be a notable amount of trading in amounts of less than 100 Securities (i.e., trading in odd-lot amounts), and the Exchange accordingly does not believe that it is appropriate to allow BSTX Participants to trade ahead of customer orders just to offset an oddlot customer order. The Exchange believes that the proposed Rule 23000 Series relating to trading practice rules is consistent with Section 6(b)(5) of the Exchange Act 190 because these proposed rules are designed to prevent fraudulent and manipulative acts and practices that could harm investors and to promote just and equitable principles of trade. The proposed rules in the Rule 23000 Series are substantially similar to the rules of other exchanges and generally 189 See e.g., Cboe BZX Rule 12.5.05. 190 15 U.S.C. 78f(b)(5). PO 00000 Frm 00020 Fmt 4701 Sfmt 4703 include a variety of prohibitions against types of trading activity or other conduct that could potentially be manipulative, such as prohibitions against market manipulation, fictitious transactions, and the dissemination of false information. The Exchange has proposed to exclude certain provisions from, or make certain modifications to, comparable rules of other SROs, as detailed above, in order to account for certain unique aspects related to the proposed trading of Securities. The Exchange believes that it is consistent with applicable requirements under the Exchange Act to exclude these provisions and exceptions because they set forth requirements that would not apply to BSTX Participants trading in Securities and are not necessary for the Exchange to carry out its functions of facilitating Security transactions and regulating BSTX Participants. H. Disciplinary Rules (Rule 24000 Series) With respect to disciplinary matters, the Exchange proposes to adopt Rule 24000 (Discipline and Summary Suspension), which provides that the provisions of the Exchange Rule 11000 Series (Summary Suspension), 12000 Series (Discipline), 13000 Series (Review of Certain Exchange Actions), and 14000 Series (Arbitration) of the Exchange Rules shall be applicable to BSTX Participants and trading on the BSTX System. The Exchange already has Rules pertaining to discipline and suspension of Exchange Participants that it proposes to extend to BSTX Participants and trading on the BSTX System. The Exchange also proposes to adopt as Rule 24010 a minor rule violation plan with respect to transactions on BSTX.191 Proposed Rule 24000 incorporates by reference existing rules that have already been approved by the Commission. I. Trading Rules and the BSTX System (Rule 25000 Series) 1. Rule 25000–Access To and Conduct on the BSTX Marketplace The Exchange proposes to adopt Rule 25000 (Access to and Conduct on the BSTX Marketplace) to set forth rules relating to access to the BSTX System and certain conduct requirements applicable to BSTX Participants. Specifically, proposed Rule 25000 provides that only BSTX Participants, including their associated persons, that are approved for trading on the BSTX 191 The proposed additions to the Exchange’s minor rule violation plan pursuant to proposed Rule 24010 are discussed below in Part IV. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 System shall effect any transaction on the BSTX System. Proposed Rule 25000(b) generally requires that a BSTX Participant maintain a list of authorized traders that may obtain access to the BSTX System on behalf of the BSTX Participant, have procedures in place reasonably designed to ensure that all authorized traders comply with Exchange Rules and to prevent unauthorized access to the BSTX System, and to provide the list of authorized traders to the Exchange upon request. Proposed Rule 25000(c) and (d) restate provisions that are already set forth in Exchange Rule 7000, generally providing that BSTX Participants shall not engage in conduct that is inconsistent with the maintenance of a fair and orderly market or the ordinary and efficient conduct of business, as well as conduct that is likely to impair public confidence in the operations of the Exchange. Examples of such prohibited conduct include failure to abide by a determination of the Exchange, refusal to provide information requested by the Exchange, and failure to adequately supervise employees. Proposed Rule 25000(f) provides the Exchange with authority to suspend or terminate access to the BSTX System under certain circumstances. The Exchange believes that proposed Rule 25000 is consistent with Section 6(b)(5) of the Exchange Act 192 because it is designed to protect investors and the public interest and promote just and equitable principles of trade by ensuring that BSTX Participants would not allow for unauthorized access to the BSTX System and would not engage in conduct detrimental to the maintenance of fair and orderly markets. 2. Rule 25010—Days/Hours Proposed Rule 25010 sets forth the days and hours during which BSTX would be open for business and during which transactions may be effected on the BSTX System. Under the proposed rule, transactions may be executed on the BSTX System between 9:30 a.m. and 4:00 p.m. Eastern Time. The proposed rule also specifies certain holidays BSTX would be not be open (e.g., New Year’s Day) and provides that the Chief Executive Officer, President, or Chief Regulatory Officer of the Exchange, or such person’s designee who is a senior officer of the Exchange, shall have the power to halt or suspend trading in any Securities, close some or all of BSTX’s facilities, and determine the duration of any such halt, suspension, or closing, when such person deems the action 192 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 necessary for the maintenance of fair and orderly markets, the protection of investors, or otherwise in the public interest. The Exchange believes that proposed Rule 25010 is designed to protect investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act,193 by setting forth the days and hours that trades may be effected on the BSTX System and by providing officers of the Exchange with the authority to halt or suspend trading when such officers believe that such action is necessary or appropriate to maintain fair and orderly markets or to protect investors or in the public interest. 3. Rule 25020—Units of Trading Proposed Rule 25020 sets forth the minimum unit of trading on the BSTX System, which shall be one Security. The Exchange believes that proposed Rule 25020 is consistent with Section 6(b)(5) of the Exchange Act 194 because it fosters cooperation and coordination of persons engaged in facilitating transactions in securities by specifying the minimum unit of trading of Securities on the BSTX System. In addition, other exchanges similarly provide that the minimum unit of trading is one share for their market and/or for certain securities.195 4. Rule 25030—Minimum Price Variant Proposed Rule 25030 provides the minimum price variant for Securities shall be $0.01. The Exchange believes that proposed Rule 25030 is consistent with Section 6(b)(5) of the Exchange Act because it fosters cooperation and coordination of persons engaged in facilitating transactions in securities by specifying the minimum price variant for Securities and promotes compliance with Rule 612 of Regulation NMS.196 Under Rule 612 of Regulation NMS, the Exchange is, among other things, prohibited from displaying, ranking or accepting from any person a bid or offer or order in an NMS stock in an increment smaller than $0.01 if that bid or offer or order is priced equal to or greater than $1.00 per share. Where a bid or offer or order is priced less than or equal to $1.00 per share, the minimum acceptable increment is $0.0001. Proposed Rule 25030 sets a uniform minimum price variant for all Securities of $0.01 irrespective of 193 15 U.S.C. 78f(b)(5). U.S.C. 78f(b)(5). 195 See e.g., IEX Rule 11.180. 196 17 CFR 242.611. 194 15 PO 00000 Frm 00021 Fmt 4701 Sfmt 4703 51269 whether the Security is trading below $1.00. 5. Rule 25040—Opening the Marketplace Proposed Rule 25040 sets forth the opening process for the BSTX System for BSTX-listed Securities and nonBSTX-listed securities. For BSTX-listed Securities, the Exchange proposes to allow for order entry to commence at 8:30 a.m. ET during the Pre-Opening Phase. Proposed Rule 25040(a) provides that orders will not execute during the Pre-Opening Phase, which lasts until regular trading hours begin at 9:30 a.m. ET.197 Similar to how the Exchange’s opening process works for options trading, BSTX would disseminate a theoretical opening price (‘‘TOP’’) to BSTX Participants, which is the price at which the opening match would occur at a given moment in time.198 Under the proposed rule, the Exchange will also broadcast other information during the Pre-Opening Phase. Specifically, in addition to the TOP, the Exchange would disseminate pursuant to proposed Rule 25040(a)(3): (i) ‘‘Paired Securities,’’ which is the quantity of Securities that would execute at the TOP; (ii) the ‘‘Imbalance Quantity,’’ which is the number of Securities that may not be matched with other orders at the TOP at the time of dissemination; and (iii) the ‘‘Imbalance Side,’’ which is the buy/sell direction of any imbalance at the time of dissemination (collectively, with the TOP, ‘‘Broadcast Information’’).199 Broadcast Information will be recalculated and disseminated every time a new order is received or cancelled and where such event causes the TOP or Paired Securities to change. With respect to priority during the opening match for all Securities, consistent with proposed Rule 25080 (Execution and Price/Time Priority), among multiple orders at the same price, execution priority during the opening match is determined based on the time the order was received by the BSTX System. Consistent with the manner in which the Exchange opens options trading, the BSTX System would determine a single price at which a BSTX-listed Security will be opened by calculating the optimum number of Securities that 197 As a result, orders marked IOC submitted during the Pre-Opening Phase will be rejected by the BSTX System. See proposed Rule 25040(a)(7). 198 The TOP can only be calculated where the BSTX Book is crossed during the Pre-Opening Phase. See proposed Rule 25040(a)(2). 199 Pursuant to proposed Rule 25040(a)(3), any orders which are at a better price (i.e., bid higher or offer lower) than the TOP will be shown only as a total quantity on the BSTX Book at a price equal to the TOP. E:\FR\FM\19AUN2.SGM 19AUN2 51270 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices could be matched at a price, taking into consideration all the orders on the BSTX Book.200 Proposed Rule 25040(a)(5) provides that the opening match price is the price which results in the matching of the highest number of Securities. If two or more prices would satisfy this maximum quantity criteria, the price leaving the fewest resting Securities in the BSTX Book will be selected at the opening price and where two or more prices would satisfy the maximum quantity criteria and leave the fewest Securities in the BSTX Book, the price closest to the previous day’s closing price will be selected.201 Unexecuted trading interest during the opening match will move to the BSTX Book and will preserve price time priority.202 When the BSTX System cannot determine an opening price of a BSTX-listed Security at the start of regular trading hours, BSTX would nevertheless open the Security for trading and move all trading interest received during the Pre-Opening Phase to the BSTX Book.203 For initial public offerings of Securities (‘‘Initial Security Offerings’’), the process will be generally the same as regular market openings. However, in advance of an Initial Security Offering auction (‘‘Initial Security Offering Auction’’), the Exchange shall announce a ‘‘Quote-Only Period’’ that shall be between fifteen (15) and thirty (30) minutes plus a short random period prior to the Initial Security Offering Auction.204 The Quote-Only Period may be extended in certain cases.205 As with regular market openings the Exchange would disseminate Broadcast Information at the commencement of the Quote Only Period, and Broadcast Information would be re-calculated and disseminated every time a new order is received or cancelled and where such event causes the TOP price or Paired Securities to change.206 In the event of any extension to the Quote-Only Period 200 See proposed Rule 25040(a)(4)(ii). respect to an initial public offering of a Security where there is no previous day’s closing price, the opening price will be the price assigned to the Security by the underwriter for the offering, referred to as the ‘‘Initial Security Offering Reference Price.’’ See Proposed Rule 25040(a)(5)(ii)(3). 202 See proposed Rule 25040(a)(6). 203 Id. 204 See proposed Rule 25040(b)(1). 205 Such cases are when: (i) There is no TOP; (ii) the underwriter requests an extension; (iii) the TOP moves the greater of 10% or fifty (50) cents in the fifteen (15) seconds prior to the initial cross; or (iv) in the event of a technical or systems issue at the Exchange that may impair the ability of BSTX Participants to participate in the Initial Security Offering or of the Exchange to complete the Initial Security Offering. See proposed Rule 25040(b)(2). 206 See proposed Rule 25040(b)(3). jbell on DSKJLSW7X2PROD with NOTICES2 201 With VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 or a trading pause, the Exchange will notify market participants regarding the circumstances and length of the extension.207 Orders will be matched and executed at the conclusion of the Quote-Only Period, rather than at 9:30 a.m. Eastern Time.208 Following the initial cross at the end of the QuoteOnly Period wherein orders will execute based on price/time priority consistent with proposed Rule 25080, the Exchange will transition to normal trading pursuant to proposed Rule 25040(a)(6).209 The Exchange also proposes a process for reopening trading following a Limit Up-Limit Down Halt or trading pause (‘‘Halt Auctions’’). For Halt Auctions, the Exchange proposes that in advance of reopening, the Exchange shall announce a Quote-Only Period that shall be five (5) minutes prior to the Halt Auction.210 This Quote-Only Period may be extended in certain circumstances.211 The Exchange proposes to disseminate the same Broadcast Information as it does for an Initial Security Offering Auction and would similarly provide notification of any extension to the quote-only period as with an Initial Security Offering Auction.212 The transition to normal trading would also occur in the same manner as Initial Security Offering Auctions, as described above.213 The Exchange also proposes to adopt certain contingency procedures in proposed Rule 25040(d) that would provide that when a disruption occurs that prevents the execution of an Initial Security Offering Auction the Exchange 207 See proposed Rule 25040(b)(4). The Exchange also proposes that if a trading pause is triggered by the Exchange or if the Exchange is unable to reopen trading at the end of the trading pause due to a systems or technology issue, the Exchange will immediately notify the single plan processor responsible for consolidation of information for the security pursuant to Rule 603 of Regulation NMS under the Securities Exchange Act of 1934. Id. 208 See proposed Rule 25040(b)(5). 209 As with the regular opening process, orders marked IOC submitted during the Pre-Opening Phase of an Initial Security Offering Auction would be rejected. See proposed Rule 25040(b)(6). 210 See proposed Rule 25040(c)(1). Orders marked IOC submitted during the Quote-Only Period would be rejected. 211 See proposed Rule 25040(c)(2). The QuoteOnly Period shall be extended for an additional five (5) minutes should a Halt Auction be unable to be performed due to the absence of a TOP (‘‘Initial Extension Period’’). After the Initial Extension Period, the Exchange proposes that the Quote-Only Period shall be extended for additional five (5) minute periods should a Halt Auction be unable to be performed due to absence of a TOP (‘‘Additional Extension Period’’) until a Halt Auction occurs. Under the proposed Rule, the Exchange shall attempt to conduct a Halt Auction during the course of each Additional Extension Period. Id. 212 See proposed Rule 25040(c)(3)–(5). 213 Id. PO 00000 Frm 00022 Fmt 4701 Sfmt 4703 will publicly announce the Quote-Only Period for the Initial Security Offering Auction, and the Exchange will then cancel all orders on the BSTX Book and disseminate a new scheduled time for the Quote-Only Period and opening match.214 Similarly, when a disruption occurs that prevents the execution of a Halt Auction, the Exchange will publicly announce that no Halt Auction will occur, and all orders in the halted Security on the BSTX Book will be canceled after which the Exchange will open the Security for trading without an auction.215 The opening process with respect to non-BSTX-listed securities is set forth in proposed Rule 25040(e). Pursuant to that Rule, BSTX Participants who wish to participate in the opening process may submit orders and quotes for inclusion in the BSTX Book, but such orders and quotes cannot execute until the termination of the Pre-Opening Phase (‘‘Opening Process’’). Orders that are canceled before the Opening Process will not participate in the Opening Process. The Exchange will attempt to perform the Opening Process and will match buy and sell orders that are executable at the midpoint of the NBBO.216 Generally, the price of the Opening Process will be at the midpoint of the first NBBO subsequent to the first two-sided quotation published by the listing exchange after 9:30:00 a.m. Eastern Time. Pursuant to proposed Rule 25040(e)(4), if the conditions to establish the price of the Opening Process set forth above do not occur by 9:45:00 a.m. Eastern Time, orders will be handled in time sequence, beginning with the order with the oldest time stamp, and will be placed on the BSTX Book cancelled, or executed in accordance with the terms of the order. A similar process will occur for reopening a non-BSTX-listed security subject to a halt.217 The proposed opening process for Securities listed on another exchange serves as a placeholder in anticipation of other exchanges eventually listing and trading Securities, or the equivalent thereof, given that there are no other exchanges currently trading Securities. The 214 See proposed Rule 25040(d)(1). proposed Rule 25040(d)(2). The Exchange notes that these contingency procedures are substantially similar to those of another exchange (see e.g., IEX Rule 11.350(c)(4)) and are designed to ensure that the Exchange has appropriate mechanisms in place to address possible disruptions that may arise in an Initial Security Offering Auction or Halt Auction, consistent with the protection of investors and the public interest pursuant to Section 6(b)(5) of the Exchange Act. 15 U.S.C. 78f(b)(5). 216 See proposed Rule 25040(e)(2). 217 See proposed Rule 25040(e)(5). 215 See E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices proposed process for opening Securities listed on another exchange is similar to existing exchange rules governing the opening of trading of a security listed on another exchange.218 Consistent with Section 6(b)(5) of the Exchange Act,219 the Exchange believes that the proposed process for opening trading in BSTX-listed Securities and Securities listed on other exchanges will promote just and equitable principles of trade and will help perfect the mechanism of a free and open market by establishing a uniform process to determine the opening price of Securities.220 Proposed Rule 25040 provides a mechanism by which BSTX Participants may submit orders in advance of the start of regular trading hours, perform an opening cross, and commence regular hours trading in Securities listed on BSTX or otherwise. Where an opening cross is not possible in a BSTX-listed Security, the Exchange will proceed by opening regular hours trading in the Security anyway, which is consistent with the manner in which other exchanges open trading in securities.221 With respect to initial public offerings of Securities and openings after a Limit Up-Limit Down halt or trading pause, BSTX proposes to use a process with features similar to its normal opening process. There are a variety of different ways in which an exchange can open trading in securities, including with respect to an initial public offering of a Security, and the Exchange believes that proposed Rule 25040 provides a simple and clear method for opening transactions that is consistent with the protection of investors and the public interest.222 218 See e.g., Cboe BZX Rule 11.24. U.S.C. 78f(b)(5). 220 The Exchange has not proposed to operate a closing auction at this time. As a result, the closing price of a Security on BSTX would be the last regular way transaction occurring on BSTX, which the Exchange believes is a simple and fair way to establish the closing price of a Security that does not permit unfair discrimination among customers, issuers, or broker-dealers consistent with Section 6(b)(5) of the Exchange Act. Id. This proposed process is consistent with the overall proposed simplified market structure for BSTX, which does not include a variety of order types offered by other exchanges such as market-on-close and limit-onclose orders. The Exchange believes that a simplified market structure, including the proposed manner in which a closing price would be determined, promotes the public interest and the protection of investors consistent with Section 6(b)(5) of the Exchange Act through reduced complexity. Id. 221 See e.g., BOX Rule 7070. 222 The Exchange notes that its proposed opening, Initial Security Offering Auction, and Halt Auction processes are substantially similar to those of another exchange. See Cboe BZX Rule 11.23. The key differences between the Exchange’s proposed processes and those of the Cboe BZX exchange are that the Exchange has substantially fewer order jbell on DSKJLSW7X2PROD with NOTICES2 219 15 VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 Additionally, proposed Rule 25040 applies to all BSTX Participants in the same manner and is therefore not designed to permit unfair discrimination among BSTX Participants. 6. Rule 25050—Trading Halts BSTX proposes to adopt rules relating to trading halts 223 that are substantially similar to other exchange rules adopted in connection with the NMS Plan to Address Extraordinary Market Volatility (‘‘LULD Plan’’), with certain exceptions that reflect Exchange functionality. BSTX intends to join the LULD Plan prior to the commencement of trading Securities. Below is an explanation of BSTX’s approach to certain categories of orders during a trading halt: D Short Sales—BSTX cancels all orders on the book during a halt and rejects any new orders, so rules relating to the repricing of short sale orders during a trading halt that certain other exchanges have adopted have been omitted. D Pegged Orders—BSTX would not support pegged orders, at least initially, so rules relating to pegged orders during a trading halt have been omitted. D Routable Orders—Pursuant to proposed Rule 25130, the BSTX System will reject any order or quotation that would lock or cross a protected quotation of another exchange (rather than routing such order or quotation), and therefore rules relating to handling of routable orders during a trading halt have been omitted. D Limit Orders—Because BSTX would cancel resting order interest and reject incoming orders during a trading halt, specific rules relating to the repricing of limit-priced interest that certain other exchanges have adopted have been omitted.224 D Auction Orders, Market Orders, and FOK Orders—BSTX would not support these order types, at least initially, so rules relating to these order types during a trading halt have been omitted.225 types, which make its opening process less complex, and that the Exchange does not proposes to use order auction collars to limit the price at which a Security opens. The Exchange does not believe that auction collars are necessary at this time because there are a variety of other mechanisms in place to prevent erroneous orders and the execution of an opening cross at an erroneous price (e.g., market access controls pursuant to Rule 15c3–5 and the ability of an underwriter to request an extension to the QuoteOnly Period in an Initial Security Offering Auction). 223 The Exchange notes that rules on opening trading for non-BSTX-listed security are set forth in proposed Rule 25040(e). 224 See e.g., Cboe BZX 11.18(e)(5)(B). 225 IOC orders will be handled pursuant to proposed Rule 25050(g)(5). PO 00000 Frm 00023 Fmt 4701 Sfmt 4703 51271 Pursuant to proposed Rule 25050(d), the Exchange would cancel all resting orders in a non-BSTX listed security subject to a trading halt, reject any incoming orders in that Security, and will only resume accepting orders following a broadcast message to BSTX Participants indicating a forthcoming reopening of trading.226 BSTX believes that it is in the public interest and furthers the protection of investors, consistent with Section 6(b)(5) of the Exchange Act 227 to provide for a mechanism to halt trading in Securities during periods of extraordinary market volatility consistent with the LULD Plan. However, the Exchange has excluded rules relating to order types and other aspects of the LULD Plan that would not be supported by the Exchange, such as market orders and auction orders. The Exchange has also reserved the right in proposed Rule 25050(f) to halt or suspend trading in other circumstances where the Exchange deems it necessary to do so for the protection of investors and in the furtherance of the public interest. The Exchange believes that canceling resting order interest during a trading halt and rejecting incoming orders received during the trading halt is consistent with Section 6(b)(5) of the Exchange Act 228 because it is not designed to permit unfair discrimination among BSTX Participants. The orders and trading interest of all BSTX Participants would be canceled in the event of a trading halt and each BSTX Participant would be required to resubmit any orders they had resting on the order book. 7. Rule 25060—Order Entry Proposed Rule 25060 sets forth the manner in which BSTX Participants may enter orders to the BSTX System. The BSTX System would initially only support limit orders.229 Orders that do not designate a limit price would be rejected.230 The BSTX System would also only support two time-in-force (‘‘TIF’’) designations initially: (i) DAY; and (ii) immediate or cancel (‘‘IOC’’). DAY orders will queue during the Pre226 Trading would resume pursuant to proposed Rule 25040(e)(5). See proposed Rule 25050(g)(7). 227 15 U.S.C. 78f(b)(5). 228 Id. 229 The BSTX System will also accept incoming Intermarket Sweep Orders (‘‘ISO’’) pursuant to proposed Rule 25060(c)(2). ISOs must be limit orders, are ineligible for routing, may be submitted with a limit price during Regular Trading Hours, and must have a time-in-force of IOC. Proposed Rule 25060(c)(2) is substantially similar to rules of other national securities exchanges. See e.g., Cboe BZX Rule 11.9(d). 230 Proposed Rule 25060(c)(1). E:\FR\FM\19AUN2.SGM 19AUN2 51272 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 Opening Phase, may trade during regular market hours, and, if unexecuted at the close of the trading day (4:00 p.m. ET), are canceled by the BSTX System.231 All orders are given a default TIF of DAY. BSTX Participants may also designate orders as IOC, which designation overrides the default TIF of DAY. IOC orders are not accepted by the BSTX System during the Pre-Opening Phase. During regular trading hours, IOC orders will execute in whole or in part immediately upon receipt by the BSTX System. The BSTX System will not support modification of resting orders. To change the price or quantity of an order resting on the BSTX Book, a BSTX Participant must cancel the resting order and submit a new order, which will result in a new time stamp for purposes of BSTX Book priority. In addition, all orders on BSTX will be displayed, and the BSTX System will not support hidden orders or undisplayed liquidity, as set forth in proposed Rule 25100. Consistent with Section 6(b)(5) of the Exchange Act,232 the Exchange believes that the proposed order entry rules will promote just and equitable principles of trade and help perfect the mechanism of a free and open market by establishing the types of orders and modifiers that all BSTX Participants may use in entering orders to the BSTX System. Because these order types and TIFs are available to all BSTX Participants, the proposed rule does not unfairly discriminate among market participants, consistent with Section 6(b)(5) of the Exchange Act. The proposed rule sets forth a very simple exchange model whereby there is only one order type—limit orders— and two TIFs. Upon the initial launch of BSTX, there will be no hidden orders, price sliding, pegged orders, or other order type features that add complexity. The Exchange believes that creating a simplified exchange model is designed to protect investors and is in the public interest because it reduces complexity, thereby helping market participants better understand how orders would operate on the BSTX System. 8. Rule 25070—Audit Trail Proposed Rule 25070 (Audit Trail) is designed to ensure that BSTX Participants provide the Exchange with information to be able to identify the source of a particular order and other information necessary to carry out the Exchange’s oversight functions. The proposed rule is substantially similar to existing BOX Rule 7120 but eliminates certain information unique to orders for options contracts (e.g., exercise price) because Securities are equity securities. The proposed rule also provides that BSTX Participants that employ an electronic order routing or order management system that complies with Exchange requirements will be deemed to comply with the Rule if the required information is recorded in an electronic format. The proposed rule also specifies that order information must be kept for no less than three years and that where specific customer or account number information is not provided to the Exchange, BSTX Participants must maintain such information on their books and records. The Exchange believes that proposed Rule 25070 is designed to protect investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act,233 because it will provide the Exchange with information necessary to carry out its oversight role. Without being able to identify the source and terms of a particular order, the Exchange’s ability to adequately surveil its market, with or through another SRO, for trading inconsistent with applicable regulatory requirements would be impeded. In order to promote compliance with Rule 201 of Regulation SHO, proposed Rule 25080(b)(3) provides that when a short sale price test restriction is in effect, the execution price of the short sale order must be higher than (i.e., above) the best bid, unless the sell order is marked ‘‘short exempt’’ pursuant to Regulation SHO. 9. Rule 25080—Execution and Price Time Priority Proposed Rule 25080 governs the execution of orders on the BSTX System, providing a price-time priority model. The proposed rule provides that orders of BSTX Participants shall be ranked and maintained in the BSTX Book according to price-time priority, such that within each price level, all orders shall be organized by the time of entry. The proposed rule further provides that sell orders may not execute a price below the best bid in the marketplace and buy orders cannot execute at a price above the best offer in the marketplace. Further, the proposed rule ensures compliance with Regulation SHO, Regulation NMS, and the LULD Plan, in a manner consistent with the rulebooks of other national securities exchanges.234 The Exchange believes that proposed Rule 25080 is consistent with Section 6(b)(5) of the Exchange Act 235 because 233 15 U.S.C. 78f(b)(5). e.g., Cboe BZX Rule 11.13(a)(2)–(3) governing regular trading hours. 235 15 U.S.C. 78f(b)(5). 234 See 231 Proposed 232 15 Rule 25060(d)(1). U.S.C. 78f(b)(5). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 PO 00000 Frm 00024 Fmt 4701 Sfmt 4703 it is designed to promote just and equitable principles of trade and foster cooperation and coordination with persons facilitating transactions in securities by setting forth the order execution priority scheme for Security transactions. Numerous other exchanges similarly operate a price-time priority structure for effecting transactions. The proposed rule also does not permit unfair discrimination among BSTX Participants because all BSTX Participants are subject to the same price-time priority structure. In addition, the Exchange believes that specifying in proposed Rule 25080(b)(3) that execution of short sale orders when a short sale price test restriction is in effect must occur at a price above the best bid unless the order is market ‘‘short exempt,’’ is consistent with the Exchange Act because it is intended promote compliance with Regulation SHO in furtherance of the protection of investors and the public interest. 10. Rule 25090—BSTX Risk Controls Proposed Rule 25090 sets forth certain risk controls applicable to orders submitted to the BSTX System. The proposed risk controls are designed to prevent the submission and execution of potentially erroneous orders. Under the proposed rule, the BSTX System will reject orders that exceed a maximum order size, as designated by each BSTX Participant. The Exchange, however may set default values for this control. The proposed rule also provides a means by which all of a BSTX Participant’s orders will be canceled in the event that the BSTX Participant loses its connection to the BSTX System. Proposed Rule 25090(c) provides a risk control that prevents incoming limit orders from being accepted by the BSTX System if the order’s price is more than a designated percentage away from the National Best Bid or Offer in the marketplace. Proposed Rule 25090(d) provides a maximum order rate control whereby the BSTX System will reject an incoming order if the rate of orders received by the BSTX System exceeds a designated threshold. With respect to both of these risk controls (price protection for limit orders and maximum order rate), BSTX Participants may designate the appropriate thresholds, but the Exchange may also provide default values and mandatory minimum levels. The Exchange believes the proposed risk controls in Rule 25090 are consistent with Section 6(b)(5) of the Exchange Act 236 because they are 236 15 E:\FR\FM\19AUN2.SGM U.S.C. 78f(b)(5). 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices designed to help prevent the execution of potentially erroneous orders, which furthers the protection of investors and the public interest. Among other things, erroneous orders can be disruptive to the operation of an exchange marketplace, can lead to temporary price dislocations, and can hinder price formation. The Exchange believes that offering configurable risk controls to BSTX Participants, along with default values where a BSTX Participant has not designated its desired controls, will protect investors by reducing the number of erroneous executions on the BSTX System and will remove impediments to and perfect the mechanism of a free and open market system. The proposed risk controls are also similar to existing risk controls provided by the Exchange to Options Participants. jbell on DSKJLSW7X2PROD with NOTICES2 11. Rule 25100—Trade Execution, Reporting, and Dissemination of Quotations Proposed Rule 25100 provides that the Exchange shall collect and disseminate last sale information for transactions executed on the BSTX system. The proposed rule further provides that the aggregate of the bestranked non-marketable Limit Order(s), pursuant to Rule 25080, to buy and the best-ranked non-marketable Limit Order(s) to sell in the BSTX Book shall be collected and made available to quotation vendors for dissemination. Proposed Rule 25100 further provides that the BSTX System will operate as an ‘‘automated market center’’ within the meaning of Regulation NMS and will display ‘‘automated quotations’’ at all times except in the event of a system malfunction.237 In addition, the proposed Rule specifies that the Exchange shall identify all trades executed pursuant to an exception or an exemption of Regulation NMS. The Exchange will disseminate last sale and quotation information pursuant to Rule 602 of Regulation NMS and will maintain connectivity to the securities information processors for dissemination of quotation information.238 BSTX Participants may 237 17 CFR 242.600(b)(4) and (5). The general purpose of an exchange being deemed an ‘‘automated trading center’’ displaying ‘‘automated quotations’’ relates to whether or not an exchange’s quotations may be considered protected under Regulation NMS. See Exchange Act Release No. 51808, 70 FR 37495, 37520 (June 29, 2005). Other trading centers may not effect transactions that would trade through a protected quotation of another trading center. The Exchange believes that it is useful to specify that it will operate as an automated trading center at this time to make clear to market participants that it is not operating a manual market with respect to Securities. 238 17 CFR 242.602. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 obtain access to this information through the securities information processors. Proposed Rule 25100(d) provides that executions that occur as a result of orders matched against the BSTX Book, pursuant to Rule 25080, shall clear and settle pursuant to the rules, policies, and procedures of a registered clearing agency. Rule 25100(e) obliges BSTX Participants, or a clearing member/ participant clearing on behalf of a BSTX Participant to honor trades effected on the BSTX System on the scheduled settlement date, and the Exchange shall not be liable for the failure of BSTX Participants to satisfy these obligations.239 The Exchange believes that proposed Rule 25100 is consistent with Section 6(b)(5) of the Exchange Act 240 because it will foster cooperation and coordination with persons processing information with respect to, and facilitating transactions in securities by requiring the Exchange to collect and disseminate quotation and last sale transaction information to market participants. BSTX Participants will need last sale and quotation information to effectively trade on the BSTX System, and proposed Rule 25100 sets forth the requirement for the Exchange to provide this information as well as the information to be provided. The proposed rule is similar to rules of other exchanges relating to the dissemination of last sale and quotation information. The Exchange believes that requiring BSTX Participants (or firms clearing trades on behalf of other BSTX Participants) to honor their trade obligations on the settlement date is consistent with the Exchange Act because it will foster cooperation with persons engaged in clearing and settling transactions in Securities, consistent with Section 6(b)(5) of the Exchange Act.241 12. Rule 25110—Clearly Erroneous Proposed Rule 25110 sets forth the manner in which BSTX will resolve clearly erroneous executions that might occur on the BSTX System and is substantially similar to comparable clearly erroneous rules on other exchanges. Under proposed Rule 25100, transactions that involve an obvious error such as price or quantity, may be canceled after review and a determination by an officer of BSTX or such other employee designee of BSTX 239 These proposed provisions are substantially similar to those of exchanges. See e.g., Nasdaq Rule 4627 and IEX Rule 10.250. 240 15 U.S.C. 78f(b)(5). 241 Id. PO 00000 Frm 00025 Fmt 4701 Sfmt 4703 51273 (‘‘Official’’).242 BSTX Participants that believe they submitted an order erroneously to the Exchange may request a review of the transaction, and must do so within thirty (30) minutes of execution and provide certain information, including the factual basis for believing that the trade is clearly erroneous, to the Official.243 Under proposed Rule 25100(c), an Official may determine that a transaction is clearly erroneous if the price of the transaction to buy (sell) that is the subject of the complaint is greater than (less than) the ‘‘Reference Price’’ 244 by an amount that equals or exceeds specified ‘‘Numerical Guidelines.’’ 245 The Official may consider additional factors in determining whether a transaction is clearly erroneous, such as whether trading in the security had recently halted or overall market conditions.246 Similar to other exchanges ‘clearly erroneous rules, the Exchange may determine that trades are clearly erroneous in certain circumstances such as during a system disruption or malfunction, on a BSTX Officer’s (or senior employee designee) own motion, during a trading halt, or with respect to a series of transactions over multiple days.247 Under proposed Rule 25110(e)(2), BSTX Participants affected by a determination by an Official may appeal this decision to the Chief Regulatory Officer of BSTX, provided such appeal is made within thirty (30) minutes after the party making the appeal is given notice of the initial 242 A transaction made in clearly erroneous error and canceled by both parties or determined by the Exchange to be clearly erroneous will be removed from the Consolidated Tape. Proposed Rule 25110(a). 243 Proposed Rule 25110(b). The Official may also consider certain ‘‘outlier’’ transactions on a case by case basis where the request for review is submitted after 30 minutes but no longer than sixty (60) minutes after the transaction. Proposed Rule 2511(d). 244 The Reference Price will be equal to the consolidated last sale immediately prior to the execution(s) under review except for in circumstances, such as, for example, relevant news impacting a security or securities, periods of extreme market volatility, sustained illiquidity, or widespread system issues, where use of a different Reference Price is necessary for the maintenance of a fair and orderly market and the protection of investors and the public interest. Proposed Rule 25110(c)(1). 245 The proposed Numerical Guidelines are 10% where the Reference Price ranges from $0.00 to $25.00, 5% where the Reference Price is greater than $25.00 up to and including $50.00, and 3% where the Reference Price ranges is greater than $50. Proposed Rule 25110(c)(1). 246 Proposed Rule 25110(c)(1). 247 See proposed Rule 25110(f)–(j). These provisions are virtually identical to similar provisions of other exchanges’ clearly erroneous rules other than by making certain administrative edits (e.g., replacing the term ‘‘security’’ with ‘‘Security’’). E:\FR\FM\19AUN2.SGM 19AUN2 51274 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 determination being appealed.248 The Chief Regulatory Officer’s determination shall constitute final action by the Exchange on the matter at issue pursuant to proposed Rule 25110(e)(2)(ii). The Exchange believes that proposed Rule 25110 is consistent with Section 6(b)(5) of the Exchange Act,249 because it would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system by setting forth the process by which clearly erroneous trades on the BSTX System may be identified and remedied. Proposed Rule 25110 would apply equally to all BSTX Participants and is therefore not designed to permit unfair discrimination among BSTX Participants, consistent with Section 6(b)(5) of the Exchange Act.250 The proposed rule is substantially similar to the clearly erroneous rules of other exchanges.251 For example, proposed Rule 25110 does not include provisions related to clearly erroneous transactions for routed orders because orders for Securities will not route to other exchanges.252 Securities would also only trade during regular trading hours (i.e., 9:30 a.m. ET to 4:00 p.m. ET), so provisions from comparable exchange rules relating to clearly erroneous executions occurring outside of regular trading hours have been excluded. Proposed Rule 25110 also excludes provisions from comparable clearly erroneous rules of certain other exchanges relating to clearly erroneous 248 Determinations by an Official pursuant to proposed Rule 25110(f) relating to system disruptions or malfunctions may not be appealed if the Official made a determination that the nullification of transactions was necessary for the maintenance of a fair and orderly market or the protection of invests and the public interest. Proposed Rule 25110(d)(2). 249 15 U.S.C. 78f(b)(5). 250 Id. 251 See e.g., Cboe BZX Rule 11.17. Similar to other exchanges’ comparable rules, proposed Rule 25110 provides BSTX with the ability to determine clearly erroneous trades that result from a system disruption or malfunction, a BSTX Official acting on his or her own motion, trading halts, multi-day trading events, multi-stock events involving five or more (but less than twenty) securities whose executions occurred within a period of five minutes or less, multi-stock events involving twenty or more securities whose executions occurred within a period of five minutes or less, and securities subject to the LULD Plan. 252 Other exchange clearly erroneous rules reference removing trades from the Consolidated Tape. Because Security transactions will be reported pursuant to a separate transaction reporting plan, proposed Rule 25110 eliminates references to the ‘‘Consolidated Tape’’ and provides that clearly erroneous Security transactions will be removed from ‘‘all relevant data feeds disseminating last sale information for Security transactions.’’ See proposed Rule 25110(a). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 executions in: (i) Leverage ETF/ETNs; and (ii) unlisted trading privileges securities that are subject to an initial public offering.253 The Exchange believes that its proposed process for BSTX Participants to appeal clearly erroneous execution determinations made by an Exchange Official pursuant to proposed Rule 25110 to the Chief Regulatory Officer of BSTX is consistent with Section 6(b)(5) of the Exchange Act 254 because it promotes just and equitable principles of trade and fosters cooperation and coordination with persons regulating, settling, and facilitating transactions in securities by providing a clear and expedient process to appeal determinations made by an Official. BSTX Participants benefit from having a quick resolution to potentially clearly erroneous executions and giving the Chief Regulatory Officer discretion to decide any appeals of an Official’s determination provides an efficient means to resolve potential appeals that applies equally to all BSTX Participants and therefore does not permit unfair discrimination among BSTX Participants, consistent with Section 6(b)(5) of the Exchange Act. The Exchange notes that, with respect to options trading on the Exchange, the Exchange’s Chief Regulatory Officer similarly has sole authority to overturn or modify obvious error determinations made by an Exchange Official and that such determination constitutes final Exchange action on the matter at issue.255 In addition, proposed Rule 25110(e)(2)(iii) provides that any determination made by an Official or the Chief Regulatory Officer of BSTX under proposed Rule 25110 shall be rendered without prejudice as to the rights of the parties to the transaction to submit their dispute to arbitration. Accordingly, there is an additional safeguard in place for BSTX Participants to seek further review of the Exchange’s clearly erroneous determination. To the extent Securities become tradeable on other national securities exchanges or other changes arise that may necessitate changes to proposed Rule 25110 to conform more closely with the clearly erroneous execution rules of other exchanges, the Exchange intends to implement changes as 253 The Exchange notes that not all equities exchanges have a provision with respect to trade nullification for UTP securities that are the subject of an initial public offering. See IEX Rule 11.270. With respect to leveraged ETFs/ETNs, the Exchange does not expect to support trading of such products at this time, so the Exchange does not believe it is necessary to include provisions related to them. 254 15 U.S.C. 78f(b)(5). 255 See BOX Rule 7170(n). PO 00000 Frm 00026 Fmt 4701 Sfmt 4703 necessary through a proposed rule change filed with the Commission pursuant to Section 19 of the Exchange Act 256 at such future date. 13. Rule 25120—Short Sales Proposed Rule 25120 sets forth certain requirements with respect to short sale orders submitted to the BSTX System that is virtually identical to similar rules on other exchanges.257 Specifically, proposed Rule 25120 requires BSTX Participants to appropriately mark orders as long, short, or short exempt and provides that the BSTX System will not execute or display a short sale order not marked short exempt with respect to a ‘‘covered security’’ 258 at a price that is less than or equal to the current national best bid if the price of that security decreases by 10% or more, as determined by the listing market for the covered security, from the covered security’s closing price on the listing market as of the end of Regular Trading Hours on the prior day (the ‘‘Trigger Price’’). The proposed rule further specifies the duration of the ‘‘Short Sale Price Test’’ and that the BSTX System shall determine whether a transaction in a covered security has occurred at a Trigger Price and shall immediately notify the responsible single plan processor.259 The Exchange believes that proposed Rule 25120 is consistent with Section 6(b)(5) of the Exchange Act,260 because it would promote just and equitable principles of trade and further the protection of investors and the public interest by enforcing rules consistent with Regulation SHO. Pursuant to Regulation SHO, broker-dealers are required to appropriately mark orders as long, short, or short exempt,261 and trading centers are required to establish, maintain, and enforce written policies and procedures reasonably designed to, among other things, prevent the execution or display of a short sale order of a covered security at a price that is less than or equal to the current national best bid if the price of that covered security decreases by 10% or more from its closing price on the 256 15 U.S.C. 78s. e.g., IEX Rule 11.290. 258 Proposed Rule 25120(b) provides that the terms ‘‘covered security,’’ ‘‘listing market,’’ and ‘‘national best bid’’ shall have the same meaning as in Rule 201 of Regulation SHO. 17 CFR 242.201(a). 259 Proposed Rule 25120(d). The proposed rule further provides in paragraph (d)(1) that if a covered security did not trade on BSTX on the prior trading day, BSTX’s determination of the Trigger Price shall be based on the last sale price on the BSTX System for that Security on the most recent day on which the Security traded. 260 15 U.S.C. 78f(b)(5). 261 17 CFR 242.200(g). 257 See E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices primary listing market on the prior day.262 Proposed Rule 25120 is designed to promote compliance with Regulation SHO, is nearly identical to similar rules of other exchanges, and would apply equally to all BSTX Participants. jbell on DSKJLSW7X2PROD with NOTICES2 14. Rule 25130—Locking or Crossing Quotations in NMS Stocks Proposed Rule 25130 sets forth provisions related to locking or crossing quotations. The proposed rule is substantially similar to the rules of other national securities exchanges.263 Proposed Rule 25130 is designed to promote compliance with Regulation NMS and prohibits BSTX participants from engaging in a pattern or practice of displaying quotations that lock or cross a protected quotation unless an exception applies. The Exchange notes that there may be no other national securities exchanges trading Securities upon the launch of BSTX that may be displaying protected quotations. Notwithstanding that there may be no other away markets displaying a protected quotation when trading on BSTX commences, the Exchange proposes in Rule 25130(d) that the BSTX System will reject any order or quotation that would lock or cross a protected quotation of another exchange at the time of entry. The Exchange believes proposed Rule 25130 is consistent with Section 6(b)(5) of the Exchange Act 264 because it is designed to promote just and equitable principles of trade and foster cooperation and coordination with persons facilitating transactions in securities by ensuring that the Exchange prevents display of quotations that lock or cross any protected quotation in an NMS stock, in compliance with applicable provisions of Regulation NMS. 15. Rule 25140—Clearance and Settlement: Anonymity Proposed Rule 25140 provides that each BSTX Participant must either (1) be a member of a registered clearing agency that uses a CNS system, or (2) clear transactions executed on the Exchange through another Participant that is a member of such a registered clearing agency. The Exchange would maintain connectivity and access to the UTC of NSCC for transmission of executed transactions. The proposed Rule requires a Participant that clears through another participant to obtain a written agreement, in a form acceptable to the Exchange, that sets out the terms of such arrangement. The proposed Rule also provides that BSTX transaction reports shall not reveal contra party identities and that transactions would be settled and cleared anonymously. In certain circumstances, such as for regulatory purposes, the Exchange may reveal the identity of a Participant or its clearing firm such as to comply with a court order. The Exchange believes that proposed Rule 25140 is consistent with Section 6(b)(5) of the Exchange Act 265 because it would foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities. Proposed Rule 25140 is similar to rules of other exchanges relating to clearance and settlement.266 J. Market Making on BSTX (Rule 25200 Series) The BSTX Market Making Rules (Rules 25200–25240) provide for registration and describe the obligations of Market Makers on the Exchange. The proposed Market Making Rules also provide for registration and obligations of Designated Market Makers (‘‘DMMs’’) in a given Security, allocation of a DMM to a particular Security, and parameters for business combinations of DMMs. Proposed Rule 25200 sets forth the basic registration requirement for a BSTX Market Maker by noting that a Market Maker must enter a registration request to BSTX and that such registration shall become effective on the next trading day after the registration is entered, or, in the Exchange’s discretion, the registration may become effective the day that it is entered (and the Exchange will provide notice to the Market Maker in such cases). The proposed Rule further provides that a BSTX Market Maker’s registration shall be terminated by the Exchange if the Market Maker fails to enter quotations within five business days after the registration becomes effective.267 Proposed Rule 25210 sets forth the obligations of Market Makers, including DMMs. Under the proposed Rule, a BSTX Participant that is a Market Maker, including a DMM, is generally required to post two-sided quotes during the regular market session for each Security in which it is registered as a Market Maker.268 The Exchange proposes that such quotes must be 265 15 U.S.C. 78f(b)(5). e.g. IEX Rule 11.250. 267 Proposed Rule 25200 is substantially similar to IEX Rule 11.150. 268 See proposed Rule 25210(a)(1). 266 See 262 17 CFR 242.201(b)(1). IEX Rule 25130. 264 15 U.S.C. 78f(b)(5). 263 See VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 PO 00000 Frm 00027 Fmt 4701 Sfmt 4703 51275 entered within a certain percentage, called the ‘‘Designated Percentage,’’ of the National Best Bid (Offer) price in such Security (or last sale price, in the event there is no National Best Bid (Offer)) on the Exchange.269 The Exchange proposes that the Designated Percentage would be 30%.270 The Exchange notes that the proposed Designated Percentage is substantially similar to the corresponding Designated Percentage for NYSE American market makers with respect to Tier 2 NMS stocks (as defined under the LULD plan).271 The Exchange believes that the proposed Designated Percentage for quotation obligations of Market Makers would be sufficient to ensure that there is adequate liquidity sufficiently close to the National Best Bid or Offer (‘‘NBBO’’) in Securities and to ensure fair and orderly markets. The Exchange notes that pursuant to proposed Rule 25210(a)(1)(iii), there is nothing to preclude a Market Maker from entering trading interest at price levels that are closer to the NBBO, so Market Makers have the ability to quote must closer to the NBBO than required by the Designated Percentage requirement if they so choose. The Exchange proposes in Rule 25210(a)(4) that, in the event that price movements cause a Market Maker or DMM’s quotations to fall outside of the National Best Bid (Offer) (or last sale price in the event there is no National Best Bid (Offer)) by a given percentage, with such percentage called the ‘‘Defined Limit,’’ in a Security for which they are a Market Maker, the Market Maker or DMM must enter a new bid or offer at not more than the Designated Percentage away from the National Best Bid (Offer) in that Security. The Exchange proposes that the Defined Limit shall be 31.5%.272 Under the proposed Rules, a Market Maker’s quotations must be firm and automatically executable for their size, and, to the extent the Exchange finds that a Market Maker has a substantial or continued failure to meet its quotation obligations, such Market Maker may face disciplinary action from the Exchange.273 Under the proposed 269 See proposed Rule 25210(a)(1)(ii)(A). proposed Rule 25210(a)(1)(ii)(B). 271 See NYSE American Rule 7.23E(a)(1)(B)(iii) (providing that, other than during certain time periods around the market open and close, the Designated Percentage for Tier 2 NMS stocks priced below $1.00 is 30% and for Tier 2 NMS stocks priced above $1.00 is 28%). 272 See proposed Rule 25210(a)(1)(ii)(3). 273 See proposed Rule 25210(b) and (c). Pursuant to proposed Rule 25310(d), a BSTX Market Maker, other than a DMM, may apply for a temporary withdrawal from its Market Maker status provided 270 See E:\FR\FM\19AUN2.SGM Continued 19AUN2 51276 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 Market Maker and DMM Rules, Market Makers and DMMs’ two-sided quotation obligations must be maintained for a quantity of a ‘‘normal unit of trading’’ which is defined as one Security.274 The Exchange believes that Securities may initially trade in smaller increments relative to other listed equities and that reducing the two-sided quoting increment from one round lot (i.e., 100 shares) to one Security will be sufficient to meet liquidity demands and would make it easier for Market Makers and DMMs to meet their quotation obligations, which in turn incentivize more Market Maker participation. The Exchange notes that proposed Rule 25210 is substantially similar to NYSE American Rule 7.23E, with the exceptions of: (i) The modified normal unit of trading, Designated Percentage, and Defined Limit (as discussed above); (ii) specifying that the minimum quotation increment shall be $0.01; and (iii) specifying that Market Maker quotations must be firm for their displayed size and automatically executable. The Exchange believes that the additional specifications with respect to the minimum quotation increment and firm quotation requirement will add additional clarity to the expectations of Market Makers on the Exchange. Proposed Rule 25220 sets forth the registration requirements for a DMM. Under proposed Rule 25220, a DMM must be a registered Market Maker and be approved as a DMM in order to receive an allocation of Securities pursuant to proposed Rule 25230, which is described below.275 For Securities in which a Participant serves as a DMM, it must meet the same obligations as if it were a Market Maker and must also maintain a bid or offer at the National Best Bid and Offer at least 25% of the day measured across all Securities in which such Participant serves as DMM.276 The proposed Rule provides, among other things, that a there will be no more than one DMM per Security and that a DMM must maintain information barriers between the trading unit operating as a DMM and the trading unit operating as a BSTX Market Maker in the same Security (to the extent applicable).277 The Rule further provides a process by which a DMM may temporarily withdraw from it meets certain conditions such a demonstrating legal or regulatory requirements that necessitate its temporary withdrawal. 274 See proposed Rule 25210(a)(1). 275 See proposed 25220(b). DMMs would be approved by the Exchange pursuant to an application process an [sic]. 276 See proposed Rule 25220(c). 277 See proposed Rule 25220(b). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 its DMM status, which is similar to the same process for a BSTX Market Maker 278 and similar to the same process for DMMs on other exchanges.279 The Exchange notes that proposed Rule 25220 is substantially similar to NYSE American Rule 7.24E with the exception that the Exchanges proposes to add a provision stating that the Exchange is not required to assign a DMM if the Security has an adequate number of BSTX Market Makers assigned to such Security. The purpose of this requirement is to acknowledge the possibility that a Security need not necessarily have a DMM provided that each Security has been assigned at least three active Market Makers at initial listing and two Market Makers for continued listing, consistent with proposed Rule 26106 (Market Maker Requirement), which is discussed further below. In proposed Rule 25230, the Exchange proposes to set forth the process by which a DMMs are allocated and reallocated responsibility for a particular Security. Proposed Rule 25230(a) sets forth the basic eligibility criteria for a when a Security may be allocated to a DMM, providing that this may occur when the Security is initially listed on BSTX, when it is reassigned pursuant to Rule 25230, or when it is currently listed without a DMM assigned to the Security.280 Proposed Rule 2530(a) also specifies that a DMM’s eligibility to participate in the allocation process is determined at the time the interview is scheduled by the Exchange and specifies that a DMM must meet with the quotation requirements set forth in proposed Rule 25220(c) (DMM obligations). The proposed Rule further specifies how the Exchange will handle several situations in which the DMM does not meet its obligations, such as, for example, by issuing an initial warning advising of poor performance if the DMM fails to meet its obligations for a one-month period.281 Proposed Rule 25230(b) sets forth the manner in which a DMM may be selected and allocated a Security. Under 278 See proposed Rule 25210(d). e.g., NYSE American Rule 7.24E(b)(4). 280 As previously noted, pursuant to proposed Rule 26106, a Security may, in lieu of having a DMM assigned to it, have a minimum of three nonDMM Market Makers at initial listing and two nonDMM Market Makers for continued listing to be eligible for listing on the Exchange. Consequently, a Security might not have a DMM when it initially begins trading on BSTX, but may acquire a DMM later. 281 See proposed Rule 25230(a)(4). The proposed handling of these scenarios where a DMM does not meet its obligations is substantially similar to parallel requirements in NYSE American Rule 7.25E(a)(4). 279 See PO 00000 Frm 00028 Fmt 4701 Sfmt 4703 proposed Rule 25230(b), an issuer may select its DMM directly, delegate the authority to the Exchange to selects its DMM, or may opt to proceed with listing without a DMM, in which case a minimum of three non-DMM Market Makers at initial listing and two nonDMM Market Makers for continued listing must be assigned to its Security consistent with proposed Rule 26106. Proposed Rule 25230(b) further sets forth provisions relating to the interview between the issuer and DMMs, the Exchange selection by delegation, and a requirement that a DMM serve as a DMM for a Security for at least one year unless compelling circumstances exist for which the Exchange may consider a shorter time period. Each of these provisions is substantially similar to corresponding provisions in NYSE American Rule 7.25E(b)(1)–(3), with the exception that the Exchange may shorten the one year DMM commitment period in compelling circumstances.282 Proposed Rule 25230(b) further sets forth specific provisions related to a variety of different issuances and types of securities, including spin-offs or related companies, warrants, rights, relistings, equity Security listing after preferred Security, listed company mergers, target Securities, and closedend management investment companies.283 Each of these provisions is substantially similar to corresponding provisions in NYSE American Rule 7.25E(b)(4)–(11). Proposed Rule 25230(c) sets forth the reallocation process for a DMM in a manner that is substantially similarly to corresponding provisions in NYSE American Rule 7.25E(c). Generally, under the proposed Rule, an issuer may request a reallocation to a new DMM and Exchange staff will review this request, along with any DMM response letter, and eventually make a determination.284 Proposed Rule 25230(d), (e), and (f), set forth provisions governing an allocation freeze, allocation sunset, and criteria for applicants that are not currently DMMs 282 The Exchange believes that providing the Exchange with flexibility to shorten the one year commitment period is appropriate to accommodate unforeseen events or circumstances that might arise with respect to a DMM, such as a force majeure event, preventing a DMM from being able to carry out its functions. 283 See proposed Rule 25230(b)(4)–(11). 284 In addition, proposed Rule 25230(c)(2) sets forth provisions that allow for the Exchange’s CEO to immediately initiate a reallocation proceeding upon written notice to the DMM and the issuer when the DMM’s performance in a particular market situation was, in the judgment of the Exchange, so egregiously deficient as to call into question the Exchange’s integrity or impair the Exchange’s reputation for maintaining an efficient, fair, and orderly market. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 to be eligible to be allocated a Security as a DMM respectively. Each of these provisions are likewise substantially similar to corresponding provisions in NYSE American Rule 7.25E(d)–(f). Finally, proposed Rule 25240 sets forth the DMM combination review policy. The proposed Rule, among other things, defines a proposed combination among DMMs, requires that DMMs provide a written submission to the Office of the Corporate Secretary of the Exchange and specifies, among other things, the items to be disclosed in the written submission, the criteria that the Exchange will use to evaluate a proposed combination, and the timing for a decision by the Exchange, subject to the Exchange’s right to extend such time period. The Exchange notes that proposed Rule 25240 is substantially similar to NYSE American Rule 7.26E. The Exchange believes that the proposed Market Making Rules set forth in the Rule 25200 Series are consistent with Section 6(b)(5) of the Exchange Act 285 because they are designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. The Exchange notes that the proposed Rules are substantially similar to the market making rules of other exchanges, as detailed above,286 and that all BSTX Participants are eligible to become a Market Maker or DMM provided they comply with the proposed requirements.287 The proposed Market Maker Rules set forth the quotation and related expectations of BSTX Market Makers which the Exchange believes will help ensure that there is sufficient liquidity in Securities. Although the corresponding NYSE American rules upon which the proposed Rules are based provide for multiple tiers and classes of stocks that were each associated with a different Designated Percentage and Defined Limit, the Exchange has collapsed all such classes in to one category and provided a single Designated Percentage of 30% and Defined Limit of 31.5% for all Security trading on BSTX. The Exchange believes that simplifying the Rules in this manner can reduce the potential for confusion and allows for easier compliance and will still 285 15 U.S.C. 78f(b)(5). 286 See NYSE American Rule 7, Section 2. 287 In this regard, the Exchange believes the proposed Market Making Rules are not designed to permit unfair discrimination between BSTX Participants, consistent with Section 6(b)(5) of the Exchange Act. 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 adequately serve the liquidity needs of investors of Security investors, which the Exchange believes promotes the removal of impediments to and perfection of the mechanism of a free and open market and a national market system, consistent with Section 6(b)(5) of the Exchange Act.288 The Exchange has also proposed that the minimum quotation size of Market Makers will be one Security. As noted above, the Exchange believes that Securities may initially trade in smaller increments relative to other listed equities and that reducing the two-sided quoting increment from one round lot (i.e., 100 shares) to one Security would be sufficient to meet liquidity demands and would make it easier for Market Makers and DMMs to meet their quotation obligations, which in turn incentivize more Market Maker participation. The Exchange believes that adopting quotation requirements and parameters that are appropriate for the nature and types of securities that will trade on the Exchange will promote the protection of investors and the public interest by assuring that the Exchange Rules are appropriately tailored to its market. K. BSTX Listing Rules (Rule 26000 and 27000 Series) The BSTX Listing Rules, which include the Rule 26000 and 27000 Series, have been adapted from, and are substantially similar to, Parts 1–12 of the NYSE American LLC Company Guide.289 Except as described below, each proposed Rule in the BSTX 26000 and 27000 series is substantially similar to a Section of the NYSE American Company Guide.290 Below is further detail. • The BSTX Listing Rules (26100 series) are based on the NYSE American Original Listing Requirements (Sections 101–146).291 288 15 U.S.C. 78f(b)(5). references to various ‘‘Sections’’ in the discussion of these Listing Rules refer to the various Sections of the NYSE American Company Guide. 290 The Exchange notes that while the numbering of BSTX’s Listing Rules generally corresponds to a Section of the NYSE American LLC Company Guide, BSTX did not integrate certain Sections of the NYSE American Company Guide that the Exchange deemed inapplicable to its operations, such as with respect to types of securities which the Exchange is not proposing to make eligible for listing (e.g., foreign issuers, other than those from Canada). Further, the Exchange formulated a small amount of new rules to reflect requirements relating to the use of blockchain technology as an ancillary recordkeeping mechanism, as described more fully herein. The Exchange also proposes to modify cross-references in the proposed Listing Rules to accord with its Rules. 291 Pursuant to proposed Rule 26135, all securities initially listing on BSTX, except securities which are book-entry only, must be 289 All PO 00000 Frm 00029 Fmt 4701 Sfmt 4703 51277 • The BSTX Original Listing Procedures (26200 series) are based on the NYSE American Original Listing Procedures (Sections 201–222). • The BSTX Additional Listings Rules (26300 series) are based on the NYSE American Additional Listings Sections (Sections 301–350). • The BSTX Disclosure Policies (26400 series) are based on the NYSE American Disclosure Policies (Sections 401–404). • The BSTX Dividends and Splits Rules (26500 series) are based on the NYSE American Dividends and Stock Splits Sections (Sections 501–522). • The BSTX Accounting; Annual and Quarterly Reports Rules (26600 series) are based on the NYSE American Accounting; Annual and Quarterly Reports Sections (Sections 603–624). • The BSTX Shareholders’ Meetings, Approval and Voting of Proxies Rules (26700 series) are based on the NYSE American Shareholders’ Meetings, Approval and Voting of Proxies Sections (Sections 701–726).292 • The BSTX Corporate Governance Rules (26800 series) are based on the NYSE American Corporate Governance Sections (Sections 801–809). • The BSTX Additional Matters Rules (26900 series) are based on the NYSE American Additional Matters Sections (Sections 920–994). • The BSTX Suspension and Delisting Rules (27000 series) are based on the NYSE American Suspension and Delisting Sections (Sections 1001–1011). • The BSTX Guide to Filing Requirements (27100 series) are based on the NYSE American Guide to Filing Requirements (Section 1101). • The BSTX Procedures for Review of Exchange Listing Determinations (27200 series) are based on the NYSE American Procedures for Review of Exchange Listing Determinations (Sections 1201– 1211). Notwithstanding that the proposed BSTX Listing Rules are substantially similar to those of other exchanges, BSTX proposes certain additions or modifications to these rules specific to its market. For example, BSTX proposes to add definitions that apply to the proposed BSTX Listing Rules. The definitions set forth in proposed Rule 26000 are designed to facilitate understanding of the BSTX Listing Rules by market participants. Increased eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act. 15 U.S.C. 78q–1. 292 The Exchange notes that the proposed fees for certain items in the proposed Listing Rules (e.g., proxy follow-up mailings) are the same as those charged by NYSE American. See e.g., proposed IM– 26722–8 cf. NYSE American Section 722.80. E:\FR\FM\19AUN2.SGM 19AUN2 51278 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices clarity may serve to remove impediments to and perfect the mechanism of a free and open market and a national market system and may also foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6(b)(5) of the Exchange Act.293 With respect to initial listing standards, which begin at proposed Rule 26101, the Exchange proposes to adopt listing standards that are substantially similar to the NYSE American listing rules.294 The Exchange believes that adopting listing rules similar to those in place on other national securities exchanges will facilitate more uniform standards across exchanges, which helps foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6(b)(5) of the Exchange Act.295 Market participants that are already familiar with NYSE American’s listing standards will already be familiar with most of the substance of the proposed listing rules. The Exchange also believes that adopting proposed listing standards that closely resemble those of NYSE American may also foster competition among listing exchanges for companies seeking to publicly list their securities. The Exchange is proposing an addition (relative to the NYSE American listing rules) to the initial listing standards for preferred Securities.296 Specifically, the Exchange proposes an additional 293 15 U.S.C. 78f(b)(5). NYSE American Section 101. The Exchange understands that the Commission has extended relief to NYSE American with respect to certain quantitative listing standards that do not meet the thresholds of SEC Rule 3a51–1. 17 CFR 240.3a51–1. Initial listings of securities that do not meet such thresholds and are not subject to the relief provided to NYSE American would qualify as ‘‘penny stocks’’ and would be subject to additional regulation. BSTX notes that it is not seeking relief related to SEC Rule 3a51–1 and therefore has clarified proposed Rule 26101(a)(2) to ensure that issuers have at least one year of operating history. BSTX will also require new listings pursuant to proposed Rule 26102 to have a public distribution of 1 million Securities, 400 public Security holders, and a minimum market price of $4 per Security. These provisions meet the requirements in SEC Rule 3a51–1 and are consistent with the rules of other national securities exchanges. See e.g., Nasdaq Rule 5510. The quantitative thresholds specified in Rule 26102 are also reflected in the Sample Underwriter’s Letter that is Exhibit 3M to this proposal. In addition, the Exchange notes that proposed Rule 26140, which governs the additional listing requirements of a company that is affiliated with the Exchange, is based on similar provisions in NYSE American Rule 497 and IEX 14.205. 295 15 U.S.C. 78f(b)(5). 296 See proposed Rule 26103. jbell on DSKJLSW7X2PROD with NOTICES2 294 See VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 standard for preferred Securities to list on the Exchange based on NASDAQ Rule 5510.297 The Exchange believes a proposed rule providing an additional initial listing standard for preferred Securities consistent with a similar provision of NASDAQ would expand the possible universe of issuances that would be eligible to list on the Exchange to include preferred Securities. The Exchange believes that such a rule would help remove impediments to and perfect the mechanism of a free and open market and a national market system, consistent with Section 6(b)(5) of the Exchange Act by giving issuers an additional means by which it could list a different type of security (i.e., a preferred Security) and investors the opportunity to trade in such preferred Securities.298 Further, consistent with the public interest, rules that provide more opportunity for listings may promote competition among listing exchanges and capital formation for issuers. In certain instances, BSTX proposes to add additional provisions not currently provided for in the NYSE American LLC Company Guide that are specific to Securities. For example, pursuant to proposed Rule 26230(a) (Security Architecture Responsibility and Audit), prior to approving a Security for trading on BSTX, the Exchange would conduct an audit of the Security’s architecture to ensure compliance with the BSTX Protocol as outlined in Rule 26138.299 The purpose of this requirement is to ensure that the design and structure of a prospective BSTX-listed company’s Security is compatible with the BSTX Protocol for purposes of facilitating updates to the blockchain as an ancillary recordkeeping mechanism. The Exchange may use third party service providers that have demonstrated sufficient technical expertise in blockchain technology and an understanding of the BSTX Protocol to conduct this audit on behalf of the Exchange. To the extent an issuer looking to list its shares on BSTX as Securities failed the audit by BSTX of its Security architecture, the issuer would not meet the requirements of BSTX’s listing rules and would 297 See proposed Rule 26103(b)(2). Preferred Security Distribution Standard 2 requires that a preferred Security listing satisfy the following conditions: Minimum bid price of at least $4 per Security; at least 10 Round Lot holders; at least 200,000 Publicly Held Securities; and Market Value of Publicly Held Securities of at least $3.5 million. 298 15 U.S.C. 78f(b)(5). 299 Proposed Rule 26230 further provides that an applicant that is denied pursuant to this section may appeal the decision via the process outlined in the Rule 27200 Series. PO 00000 Frm 00030 Fmt 4701 Sfmt 4703 therefore not be permitted to list its shares on BSTX until it successfully passed the Security audit.300 Further, the Exchange proposes that Rule 26230(b) would provide that a listed company (i.e., issuer) remains responsible for ensuring that its Security remains compatible with the BSTX Protocol and accurately reflects the number of shares outstanding. The Exchange recognizes that, in certain circumstances, it may be necessary for a listed company to modify certain aspects of the smart contract corresponding to a Security. For example, in the case of a stock split, a listed company may need to increase the total supply of Securities as programmed into its Security smart contract. Proposed Rule 26230(b) would provide that notice of any such modification of the smart contract corresponding to a Security (e.g., to increase the total supply) must be provided to the Exchange at least five calendar days in advance of implementation to allow the Exchange to audit the proposed modification.301 While the Exchange believes that five calendar days will provide sufficient time for it to ensure that a Security is appropriately updated in advance of any implementation, the Exchange recognizes that there could conceivably be circumstances in which a change takes longer than expected to implement. Accordingly, the Exchange proposes that Rule 26230(b) would also provide that, to the extent additional time is needed to appropriately implement the modification, the Exchange may exercise its authority to suspend the ancillary recordkeeping process pursuant to Rule 17020(f). The Exchange notes that the primary circumstances under which a modification to a smart contract corresponding to a Security may be necessary is where there is a change to the total supply of the Security, which could occur in the case of a stock split, a reverse stock split, a buy-back, or a dividend in kind. The Exchange notes that any delay in the implementation of a change to a smart contract that 300 The Exchange expects that some issuers may choose to use an outside vendor to help build their Security in a manner that complies with the BSTX Protocol. The BSTX Protocol is open-source, so there is no need to use any particular vendor over another. The Exchange understands that there are numerous technology companies that offer these services, and issuers would be free to select one of their choosing. 301 The Exchange expects that it will work with issuers to help ensure that their Securities comply with the BSTX Protocol. However, as with all Exchange Rules, failure to comply could result in potential suspension and delisting in accordance with the Rule 27000 Series. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 corresponds to a Security shall in no way impact the record date or exdividend date for any dividend, distribution, or other action. The Exchange believes that proposed Rule 26230 would foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6(b)(5) of the Exchange Act,302 because it facilitates the ancillary recordkeeping mechanism for BSTX-listed Securities which is a first step toward the potential integration of blockchain technology to securities transactions. Without ensuring that BSTX-listed companies’ Securities are compatible with the BSTX Protocol, the use of blockchain technology as an ancillary recordkeeping mechanism could be impaired. With respect to the definitions in proposed Rule 26000, these are designed to facilitate understanding of the BSTX Listing Rules by market participants. The Exchange believes that allowing market participants to better understand and interpret the BSTX Listing Rules removes impediments to and perfects the mechanism of a free and open market and a national market system, and may also foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6(b)(5) of the Exchange Act.303 The Exchange also proposes certain enhancements to the notice requirements for listed companies to communicate to BSTX related to record dates and defaults.304 The Exchange believes that these additional disclosure and communication obligations can help BSTX in monitoring for listed company compliance with applicable rules and regulations; such additional disclosure obligations are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect 302 15 U.S.C. 78f(b)(5). 303 Id. 304 See Proposed Rule 26502, which requires, among other things, a listing company to give the Exchange at least ten days’ notice in advance of a record date established for any other purpose, including meetings of shareholders. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act.305 The Exchange’s proposed Rules provide additional flexibility for listed companies in choosing how liquidity would be provided in their listings by allowing listed companies to meet either the DMM Requirement or Active Market Maker Requirement for initial listing and continued trading.306 Pursuant to proposed Rule 26205, a company may choose to be assigned a DMM by the Exchange or to select its own DMM.307 Alternatively, a company may elect, or the Exchange may determine, that, in lieu of a DMM, a minimum of three (3) market makers would be assigned to the Security at initial listing; such requirement may be reduced to two (2) market makers following the initial listing, consistent with proposed Rule 26106. The Exchange believes that such additional flexibility would promote the removal of impediments to and perfection of the mechanism of a free and open market and a national market system, consistent with Section 6(b)(5) of the Exchange Act.308 The Commission has previously approved exchange rules providing for three market makers to be assigned to a particular security upon initial listing and only two for continued listing.309 In accordance with these previously approved rules, the Exchange believes proposed Rule 26205 would ensure fair 305 15 U.S.C. 78f(b)(5). proposed Rule 26205. BSTX-listed Securities must meet the criteria specified in proposed Rule 26106, which provides that unless otherwise provided, all Securities listed pursuant to the BSTX Listing Standards must meet one of the following requirements: (1) The DMM Requirement whereby a DMM must be assigned to a given Security; or (2) the Active Market Maker Requirement which states that (i) for initial inclusion the Security must have at least three registered and active Market Makers, and (ii) for continued listing, a Security must have at least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid. 307 Exchange personnel responsible for managing the listing and onboarding process will be responsible for determining to which DMM a Security will be assigned. As provided in proposed Rule 26205, the Exchange makes every effort to see that each Security is allocated in the best interests of the company and its shareholders, as well as that of the public and the Exchange. Similarly, the Exchange anticipates that these same personnel will be responsible for answering questions relating to the Exchange’s listing rules pursuant to proposed Rule 26994 (New Policies). The Exchange notes that certain provisions in the NYSE American Listing Manual contemplate a ‘‘Listing Qualifications Analyst’’ that would perform a number of these functions. The Exchange is not proposing to adopt provisions that specifically contemplate a ‘‘Listing Qualifications Analyst,’’ but expects to have personnel that will perform the same basic functions, such as advising issuers and prospective issuers with respect to the BSTX Listing Rules. 308 15 U.S.C. 78f(b)(5). 309 See e.g., IEX Rule 14.206. 306 See PO 00000 Frm 00031 Fmt 4701 Sfmt 4703 51279 and orderly markets and would facilitate the provision of sufficient liquidity for Securities. The Exchange also proposes a number of other non-substantive changes from the baseline NYSE American listing rules, such as to eliminate references to the concept of a ‘‘specialist,’’ since BSTX will not have a specialist,310 or references to certificated equities, since Securities will be uncertificated equities.311 As another example, NYSE American Section 623 requires that three copies of certain press releases be sent to the exchange, while the Exchange proposes only that a single copy of such press release be shared with the Exchange.312 In addition, the Exchange proposes to adopt Rule 26720 in a manner that is substantially similar to NYSE American Section 720, but proposes to modify the internal citations to ensure consistency with its proposed Rulebook.313 In its proposed Rules, the 310 See e.g., NYSE American Section 513(f), noting that open orders to buy and open orders to sell on the books of a specialist on an ex rights date are reduced by the cash value of the rights. Proposed Rule 26340(f) deletes this provision because BSTX will not have specialists. Similarly, because BSTX will not have specialists, the Exchange is not proposing to adopt a parallel rule to NYSE American Section 516, which specifies that certain types of orders are to be reduced by a specialist when a security is quoted ex-dividend, ex-distribution or ex-rights are set forth in NYSE American Rule 132. 311 See e.g., NYSE American Section 117 including a clause relating to paired securities for which ‘‘the stock certificates of which are printed back-to-back on a single certificate’’). Similarly, the Exchange has proposed to replace certain references to the ‘‘Office of General Counsel’’ contained in certain NYSE American Listing Rule (see e.g., Section 1205) with references to the Exchange’s ‘‘Legal Department’’ to accommodate differences in BSTX’s organizational structure. See proposed Rule 27204. As another example, proposed Rule 27205 refers to the Exchange’s ‘‘Hearing Committee’’ as defined in Section 6.08 of the Exchange’s By-Laws to similarly accommodate organizational differences between the Exchange and NYSE American. 312 See proposed Rule 26623. 313 Specifically, proposed Rule 26720 would provide that participants must comply with Rules 26720 through 26725 and BSTX’s Rule 22020 (Forwarding of Proxy and Other Issuer-Related Materials; Proxy Voting). NYSE American Section 726, upon which proposed Rule 26720 is based, includes cross-references to NYSE American’s corresponding rules to proposed Rules 26720 through 26725, and also includes cross-references to NYSE American Rules 578 through 585, for which the Exchange is not proposing corresponding rules. These NYSE American rules for which the Exchange is not proposing to adopt a parallel rule relate to certain requirements specific to proxy voting (e.g., requiring that a member state the actual number of shares for which a proxy is given—NYSE American Rule 578) or, in some cases, relate to certificated securities (e.g., NYSE American Rule 579), which would be inapplicable to the Exchange since it proposes to only list uncertificated securities. The Exchange believes that it does not need to propose to adopt parallel rules corresponding to NYSE American Rules 578–585 at E:\FR\FM\19AUN2.SGM Continued 19AUN2 51280 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 Exchange has not included certain form letters related to proxy rules that are included in the NYSE American rules; 314 instead, these forms will be included in the BSTX Listing Supplement.315 The Exchange is not proposing to adopt provisions relating to future priced securities at this time.316 In addition, the Exchange is not proposing to allow for listing of foreign companies, other than Canadian companies,317 or to allow for issuers to transfer their existing securities to BSTX.318 Similarly, the Exchange is not proposing at this time to support this time and notes that other listing exchanges do not appear have corresponding versions of these NYSE American Rules. See e.g., Cboe BZX Rules. The Exchange believes that proposed Rule 26720 and the Exchange’s other proposed Rules governing proxies, including those referenced in proposed Rule 26720, are sufficient to govern BSTX Participants’ obligations with respect to proxies. 314 The forms found in NYSE American Section 722.20 and 722.40 will be included in the BSTX Listing Supplement. 315 The BSTX Listing Supplement would contain samples of letters containing the information and instructions required pursuant to the proxy rules to be given to clients in the circumstances indicated in the appropriate heading. These are intended to serve as examples and not as prescribed forms. Participants would be permitted to adapt the form of these letters for their own purposes provided all of the required information and instructions are clearly enumerated in letters to clients. Pursuant to proposed Rule 26212, the BSTX Listing Supplement would also include a sample application for original listing, which the Exchange has included as Exhibit 3G. In addition, proposed Rule 26350 states that the BSTX Listing Supplement will include a sample cancellation notice; the Exchange expects such notice to be substantially in the same form as NYSE American’s sample notice in NYSE American Section 350. Other examples of items that would appear in the BSTX Listing Supplement include certain certifications to be completed by the CEO of listed companies pursuant to proposed Rule 26810(a) and (c), and forms of letters to be sent to clients requesting voting instructions and other letters relating to proxy votes pursuant to proposed IM–26722–2 and IM–26722–4. The Exchange expects that these proposed materials in the BSTX Listing Supplement will be substantially similar to the corresponding versions of such samples used by NYSE American. The purpose of putting these sample letters and other information into the BSTX Listing Supplement rather than directly in the rules is to improve the readability of the Rules. 316 See e.g., NYSE American Section 101, Commentary .02. The Exchange is also not proposing to adopt a parallel provision to NYSE American Section 950 (Explanation of Difference between Listed and Unlisted Trading Privileges) because the Exchange believes that such provision is not necessary and contains extraneous historical details that are not particularly relevant to the trading of Securities. The Exchange notes that numerous other listing exchanges do not have a similar provision to NYSE American Section 950. See e.g., IEX Listing Rules. 317 See proposed Rule 26109. Because the Exchange does not propose to allow foreign issuers of Securities, it does not propose to adopt a parallel provision to NYSE American Section 110 and other similar provisions relating to foreign issuers—e.g., NYSE American Section 801(f). 318 Consequently, the Exchange does not propose to adopt a parallel provision to NYSE American Section 113 at this time. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 Security debt securities, so the Exchange has not proposed to adopt certain provisions from the NYSE American Listing Manual related to bonds/debt securities 319 or the trading of units.320 The Exchange believes that the departures from the NYSE American rules upon which the proposed Rules are based, as described above, are nonsubstantive (e.g., by not including provisions relating to instruments that will not trade on the Exchange), would apply to all issuers in the same manner and are therefore not designed to permit unfair discrimination, consistent with Section 6(b)(5) of the Exchange Act.321 The Exchange proposes in Rule 26507 to prohibit the issuance of fractional Securities and to provide that cash must be paid in lieu of any distribution or part of a distribution that might result in fractional interests in Securities.322 The Exchange believes that disallowing fractional shares reduces complexity. By extension, the requirement to provide cash in lieu of fractional shares simplifies the process related to share transfer and tracking of share ownership. The Exchange believes that this simplification promotes just and equitable principles of trade, fosters cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, removes impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, protects investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act.323 Proposed BSTX Rule 26130 (Original Listing Applications) would require listing applicants to furnish a legal opinion that the applicant’s Security is a security under applicable United States securities laws. Such a requirement provides assurance to the Exchange that Security trading relates to appropriate asset classes. The Exchange believes that this Rule promotes just and equitable principles of trade and, in general, protects investors and the public interest, consistent with Section 6(b)(5) of the Exchange Act.324 The Exchange proposes to adopt corporate governance listing standards 319 See e.g., NYSE American Sections 1003(b)(iv) and (e). 320 See e.g., NYSE American Sections 106(f), 401(i), and 1003(g). 321 15 U.S.C. 78f(b)(5). 322 The Exchange also proposes certain conforming changes in Rule 26503 (Form of Notice) to reiterate that fractional interests in Securities are not permitted by the Exchange. 323 15 U.S.C. 78f(b)(5). 324 Id. PO 00000 Frm 00032 Fmt 4701 Sfmt 4703 as its Rule 26800 series that are substantially similar to the corporate governance listing standards set forth in Part 8 of the NYSE American Listing Manual. However, it includes certain clarifications, most notably that certain proposed provisions are not intended to restrict the number of terms that a director may serve 325 and that, if a limited partnership is managed by a general partner rather than a board of directors, the audit committee requirements applicable to the listed entity should be satisfied by the general partner.326 The Exchange also notes that, unlike the current NYSE American rules upon which the proposed Rules are based, the proposed Rules on corporate governance do not include provisions on asset-backed securities and foreign issues (other than those from Canada), since the Exchange does not proposed to allow for such foreign issuers to list on BSTX at this time. The Exchange proposes to adopt additional listing rules as its Rule 26900 series that are substantially similar to the corporate governance listing standards set forth in Part 9 of the NYSE American Listing Manual. The only significant difference from the baseline NYSE American rules is that the proposed BSTX Rules do not include provisions related to certificated securities, since Securities listed on BSTX will be uncertificated. The Exchange proposes to adopt suspension and delisting rules as its Rule 27000 series that are substantially similar to the corporate governance listing standards set forth in Parts 10, 11, and 12 of the NYSE American Listing Manual. The proposed rules do not include concepts from the baseline NYSE American rules regarding foreign, fixed income securities, or other nonequity securities because the Exchange is not proposing to allow for listing of such securities at this time.327 The Exchange believes that the proposals in the Rule 26800 to Rule 27000 Series, which are based on the rules of NYSE American with the differences explained above, are designed to foster cooperation and coordination with persons engaged in facilitating transactions in securities, remove impediments to and perfect the mechanism of a free and open market 325 See proposed Rule 26802(d). proposed Rule 26801(b). 327 As with all sections of the proposed rules, references to ‘‘securities’’ have been changed to ‘‘Securities’’ where appropriate and, in the Rule 27000 series, certain references have been conformed from the baseline NYSE American provisions to account for the differences in governance structure and naming conventions of BSTX. 326 See E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices and a national market system, and, in general to protect investors and the public interest. Further, the differences in the proposals compared to the analogous NYSE American provisions appropriately reflect the differences between the two exchanges. The Exchange believes that ensuring that its systems are appropriately described in the BSTX Rules facilitates market participants’ review of such Rules, which serves to remove impediments to and perfect the mechanism of a free and open market and a national market system by ensuring that market participants can easily navigate, understand and comply with the Exchange’s rulebook. Therefore, the Exchange believes its proposals are consistent with Section 6(b)(5) of the Exchange Act.328 L. Fees (Rule 28000 Series) The Exchange proposes to set forth as its Rule 28000 Series (Fees) the Exchange’s authority to prescribe reasonable dues, fees, assessments or other charges as it may deem appropriate.329 As provided in proposed Rule 28000 (Authority to Prescribe Dues, Fees, Assessments and Other Charges), these fees may include membership dues, transaction fees, communication and technology fees, regulatory fees, and other fees, which will be equitably allocated among BSTX Participants, issuers, and other persons using the Exchange’s facilities.330 Proposed Rule 28010 (Regulatory Revenues) generally provides that any revenues received by the Exchange from fees derived from its regulatory function or regulatory fines will not be used for non-regulatory purposes or distributed to the stockholder, but rather, shall be applied to fund the legal and regulatory operations of the Exchange (including surveillance and enforcement activities). The Exchange believes that the proposed Rule 28000 Series (Fees) is consistent with Sections 6(b)(5) of the U.S.C. 78f(b)(5). described above, recording information to the Ethereum blockchain requires payment of gas by the individual or entity who desires to post such a record. The payment of gas will be performed by the Wallet Manager as a service provider to the Exchange carrying out the function of updating the Ethereum blockchain as an ancillary recordkeeping mechanism. The Exchange does not plan to charge a fee to cover the costs associated with gas and updating the Ethereum blockchain. The Exchange also notes that gas costs are typically negligible and anticipates actual monthly gas expenditures to be of a de minims amount. 330 Proposed Rule 28000 further provides authority for the Exchange to charge BSTX Participants a regulatory transaction fee pursuant to Section 31 of the Exchange Act (15 U.S.C. 78ee) and that the Exchange will set forth fees pursuant to publicly available schedule of fees. Exchange Act because these proposed rules are designed to protect investors and the public interest by setting forth the Exchange’s authority to assess fees on BSTX Participants, which would be used to operate the BSTX System and surveil BSTX for compliance with applicable laws and rules. The Exchange believes that the proposed Rule 28000 Series (Fees) is also consistent with Sections 6(b)(3) of the Exchange Act 331 because the proposed Rules specify that all fees assessed by the Exchange shall be equitably allocated among BSTX Participants, issuers and other persons using the Exchange’s facilities. The Exchange notes that the proposed Rule 28000 Series is substantially similar to the existing rules of another exchange.332 The Exchange intends to submit a proposed rule change to the Commission setting forth the proposed fees relating to trading on BSTX in advance of the launch of BSTX. IV. Minor Rule Violation Plan The Exchange’s disciplinary rules, including Exchange Rules applicable to ‘‘minor rule violations,’’ are set forth in the Rule 12000 Series of the Exchange’s current Rules. Such disciplinary rules would apply to BSTX Participants and their associated persons pursuant to proposed Rule 24000. The Exchange’s Minor Rule Violation Plan (‘‘MRVP’’) specifies those uncontested minor rule violations with sanctions not exceeding $2,500 that would not be subject to the provisions of Rule 19d–1(c)(1) under the Exchange Act 333 requiring that an SRO promptly file notice with the Commission of any final disciplinary action taken with respect to any person or organization.334 The Exchange’s MRVP includes the policies and procedures set forth in Exchange Rule 12140 (Imposition of Fines for Minor Violations). The Exchange proposes to amend its MRVP and Rule 12140 to include proposed Rule 24010 (Penalty for Minor 328 15 jbell on DSKJLSW7X2PROD with NOTICES2 329 As VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 331 15 U.S.C. 78f(b)(5). Cboe BZX Rules 15.1 and 15.2. 333 17 CFR 240.19d–1(c)(1). 334 The Commission adopted amendments to paragraph (c) of Rule 19d–1 to allow SROs to submit for Commission approval plans for the abbreviated reporting of minor disciplinary infractions. See Exchange Act Release No. 21013 (June 1, 1984), 49 FR 23828 (June 8, 1984). Any disciplinary action taken by an SRO against any person for violation of a rule of the SRO which has been designated as a minor rule violation pursuant to such a plan filed with and declared effective by the Commission will not be considered ‘‘final’’ for purposes of Section 19(d)(1) of the Exchange Act if the sanction imposed consists of a fine not exceeding $2,500 and the sanctioned person has not sought an adjudication, including a hearing, or otherwise exhausted his administrative remedies. 332 See PO 00000 Frm 00033 Fmt 4701 Sfmt 4703 51281 Rule Violations). The Rules included in proposed Rule 24010 as appropriate for disposition under the Exchange’s MRVP are: (a) Rule 20000 (Maintenance, Retention and Furnishing of Records); (b) Rule 25070 (Audit Trail); (c) Rule 25210(a)(1) (Two-Sided Quotation Obligations of BSTX Market Makers); and Rule 25120 (Short Sales). The rules included in proposed Rule 12140 are the same as the rules included in the MRVPs of other exchanges.335 Upon implementation of this proposal, the Exchange will include the enumerated trading rule violations in the Exchange’s standard quarterly report of actions taken on minor rule violations under the MRVP. The quarterly report includes: The Exchange’s internal file number for the case, the name of the individual and/or organization, the nature of the violation, the specific rule provision violated, the sanction imposed, the number of times the rule violation has occurred, and the date of disposition. The Exchange’s MRVP, as proposed to be amended, is consistent with Sections 6(b)(1), 6(b)(5) and 6(b)(6) of the Exchange Act,336 which require, in part, that an exchange have the capacity to enforce compliance with, and provide appropriate discipline for, violations of the rules of the Commission and of the exchange. In addition, because amended Rule 12140 will offer procedural rights to a person sanctioned for a violation listed in proposed Rule 24010, the Exchange will provide a fair procedure for the disciplining of members and associated persons, consistent with Section 6(b)(7) of the Exchange Act.337 This proposal to include the rules listed in Rule 24010 in the Exchange’s MRVP is consistent with the public interest, the protection of investors, or otherwise in furtherance of the purposes of the Exchange Act, as required by Rule 19d–1(c)(2) under the Exchange Act,338 because it should strengthen the Exchange’s ability to carry out its oversight and enforcement responsibilities as an SRO in cases where full disciplinary proceedings are unsuitable in view of the minor nature of the particular violation. In requesting the proposed change to the MRVP, the Exchange in no way minimizes the importance of compliance with Exchange Rules and all other rules subject to the imposition of fines under the MRVP. However, the MRVP provides a reasonable means of addressing rule violations that do not 335 See e.g., IEX Rule 9.218 and Cboe BZX Rule 8.15.01. 336 15 U.S.C. 78f(b)(1), 78f(b)(5) and 78f(b)(6). 337 15 U.S.C. 78f(b)(7). 338 17 CFR 240.19d–1(c)(2). E:\FR\FM\19AUN2.SGM 19AUN2 51282 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices rise to the level of requiring formal disciplinary proceedings, while providing greater flexibility in handling certain violations. The Exchange will continue to conduct surveillance with due diligence and make a determination based on its findings, on a case-by-case basis, whether a fine of more or less than the recommended amount is appropriate for a violation under the MRVP or whether a violation requires a formal disciplinary action. jbell on DSKJLSW7X2PROD with NOTICES2 V. Amendments to Existing BOX Rules Due to the new BSTX trading facility and the introduction of trading in Securities, a type of equity security, on the Exchange, the Exchange proposes to amend those Exchange Rules that would apply to BSTX Participants, but that currently only contemplate trading in options. Therefore, the Exchange is seeking to amend the following Exchange Rules, each of which is set forth in Exhibit 5B: • Rule 100(a) (Definitions) ‘‘Options Participant’’ or ‘‘Participant’’: The Exchange proposes to change the definition of ‘‘Options Participant or Participant’’ to ‘‘Participant’’ to reflect Options Participants and BSTX Participants and to amend the definition as follows: ‘‘The term ‘Participant’ means a firm, or organization that is registered with the Exchange pursuant to the Rule 2000 Series for purposes of participating in trading on a facility of the Exchange and includes an ‘Options Participant’ and ‘BSTX Participant.’ ’’ • Rule 100(a) (Definitions) ‘‘Options Participant’’: The Exchange proposes to add a definition of ‘‘Options Participant’’ that would be defined as follows: ‘‘The term ‘Options Participant’ is a Participant registered with the Exchange for purposes of participating in options trading on the Exchange.’’ 339 • Rule 2020(g)(2) (Participant Eligibility and Registration): The Exchange proposes to delete subsection (g)(2) and replace it with the following: ‘‘(2) persons associated with a Participant whose functions are related solely and exclusively to transactions in municipal securities; (3) persons associated with a Participant whose functions are related solely and exclusively to transactions in commodities; (4) persons associated with a Participant whose functions are related solely and exclusively to transactions in securities futures, provided that any such person is appropriately registered with a 339 In addition, as a result of these new defined terms, the Exchange proposes to renumber definitions set forth in Rule 100(a) to keep the definitions in alphabetically order. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 registered futures association; and (5) persons associated with a Participant who are restricted from accessing the Exchange and that do not engage in the securities business of the Participant relating to activity that occurs on the Exchange.’’ 340 • Rule 2060 (Revocation of Participant Status or Association with a Participant): The Exchange proposes to amend Rule 2060 to refer to ‘‘securities transactions’’ rather than ‘‘options securities transactions.’’ • Rule 3180(a) (Mandatory Systems Testing): The Exchange proposes to amend subsection (a)(1) of Rule 3180 to also include BSTX Participants, in addition to the categories of Market Makers and OFPs. • Rule 7130(a)(2)(v) Execution and Price/Time Priority: The Exchange proposes to update the cross reference to Rule 100(a)(58) to refer to Rule 100(a)(59), which defines the term ‘‘Request for Quote’’ or ‘‘RFQ’’ under the Rules after the proposed renumbering. • Rule 7150(a)(2) (Price Improvement Period): The Exchange proposes to amend Rule 7150(a)(2) to update the cross reference to the definition of a Professional in Rule 100(a)(51) to instead refer to Rule 100(a)(52), which is where that term would be defined in the Rules after the proposed renumbering. • Rule 7230 (Limitation of Liability): The Exchange proposes to amend the references in Rule 7230 to ‘‘Options Participants’’ to simply ‘‘Participants.’’ • Rule 7245(a)(4) (Complex Order Price Improve Period): The Exchange proposes to update the cross reference to Rule 100(a)(51) to refer to Rule 100(a)(52), which defines the term ‘‘Professional’’ after the proposed renumbering. • IM–8050–3: The Exchange proposes to update the cross reference to Rule 100(a)(55) to refer to Rule 100(a)(56), which defines the term ‘‘quote’’ or ‘‘quotation’’ after the proposed renumbering.341 • Rule 11010(a) ‘‘Investigation Following Suspension’’: The Exchange proposes to amend subsection (a) of 340 In addition to revising Rule 2020(g)(2) to broaden it to include securities activities beyond just options trading, the Exchange proposes to add greater specificity to define persons that are exempt from registration, consistent with the approach adopted by other exchanges. See e.g., IEX Rule 2.160(m). 341 Current Exchange Rule 100(a)(55) defines the term ‘‘Quarterly Options Series,’’ but the intended reference in IM–8050–3 was the definition of ‘‘quote’’ or ‘‘quotation.’’ The term ‘‘quote’’ or ‘‘quotation’’ is currently defined in Rule 100(a)(56), but is proposed to be renumbered as Rule 100(a)(57). PO 00000 Frm 00034 Fmt 4701 Sfmt 4703 Rule 11010 to remove the reference to ‘‘in BOX options contracts’’ and to modify the word ‘‘position’’ with the word ‘‘security’’ as follows: ‘‘. . . the amount owing to each and a complete list of each open long and short security position maintained by the Participant and each of his or its Customers.’’ • Rule 11030 (Failure to Obtain Reinstatement): The Exchange proposes to amend Rule 11030 to replace the reference to ‘‘Options Participant’’ to simply ‘‘Participant.’’ • Rule 12030(a)(1) (Letters of Consent): The Exchange proposes to amend subsection (a)(1) of Rule 12030 to replace the reference to ‘‘Options Participant’’ to simply ‘‘Participant.’’ • Rule 12140 (Imposition of Fines for Minor Rule Violations): The Exchange proposes to amend Rule 12140 to replace references to ‘‘Options Participant’’ to simply ‘‘Participant.’’ In addition, the Exchange proposes to add paragraph (f) to Rule 12140, to incorporate the aforementioned modifications to the Exchange’s MRVP. New paragraph (f) of Rule 12140 would provide: ‘‘(f) Transactions on BSTX. Rules and penalties relating to trading on BSTX that are set forth in Rule 24010 (Penalty for Minor Rule Violations).’’ The Exchange believes that the proposed amendments to the definitions set forth in Rule 100 are consistent with Section 6(b)(5) of the Exchange Act 342 because they protect investors and the public interest by setting forth clear definitions that help BOX and BSTX Participants understand and apply Exchange Rules. Without defining terms used in the Exchange Rules clearly, market participants could be confused as to the application of certain rules, which could cause harm to investors. The Exchange believes that the proposed amendments to the other Exchange Rules detailed above are consistent with Section 6(b)(5) of the Exchange Act 343 because the proposed rule change is designed to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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 Exchange believes that the proposed rule change would remove impediments to and perfect the mechanism of a free and open market and a national market system by ensuring that market participants can easily navigate, understand and comply with the Exchange’s rulebook. The 342 15 U.S.C. 78f(b)(5). 343 Id. E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices Exchange believes that the proposed rule change enables the Exchange to continue to enforce the Exchange’s rules. The Exchange notes that none of the proposed changes to the current Exchange rulebook would materially alter the application of any of those Rules, other than by extending them to apply to BSTX Participants and trading on the BSTX System. As such, the proposed amendments would foster cooperation and coordination with persons engaged in facilitating transactions in securities and would remove impediments to and perfect the mechanism of a free and open market and a national exchange system. Further, the Exchange believes that, by ensuring the rulebook accurately reflects the intention of the Exchange’s rules, the proposed rule change reduces potential investor or market participant confusion. jbell on DSKJLSW7X2PROD with NOTICES2 VI. Forms To Be Used in Connection With BSTX In connection with the operation of BSTX, the Exchange proposes to use a series of new forms to facilitate becoming a BSTX Participant and for issuers to list their Securities. These forms have been attached hereto as Exhibits 3A—3N. Each are described below. A. BSTX Participant Application Pursuant to proposed Rule 18000(b), in order to become a BSTX Participant, an applicant must complete a BSTX Participant Application, which is attached as Exhibit 3A. The proposed BSTX Participant Application requires the applicant to provide certain basic information such as identifying the applicants name and contact information, Designated Examining Authority, organizational structure, and Central Registration Depository (‘‘CRD’’) number. The BSTX Participant Application also requires applicants to provide additional information including certain beneficial ownership information, the applicant’s current Form BD, an organization chart, a description of how the applicant receives orders from customers, how it will send orders to BSTX, and a copy of written supervisory procedures and information barrier procedures. In addition, the BSTX Participant Application allows applicants to indicate whether they are applying to be a BSTX Market Maker or a Designated Market Maker. Applicants wishing to become a BSTX Market Maker or Designated Market Maker must provide certain additional information including a list of each of the applicant’s trading representatives (including a copy of VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 each representative’s Form U4), a copy of the applicant’s written supervisory procedures relating to market making, a description of the source and amount of the applicant’s capital, and information regarding the applicant’s other business activities and information barrier procedures. B. BSTX Participant Agreement Pursuant to Exchange Rule 18000(b), to transact business on BSTX, prospective BSTX Participants must complete a BSTX Participant Agreement. The BSTX Participant Agreement is attached as Exhibit 3B. The BSTX Participant Agreement provides that a BSTX Participant must agree with the Exchange as follows: 1. Participant agrees to abide by the Rules of the Exchange and applicable bylaws, as amended from time to time, and all circulars, notices, interpretations, directives and/or decisions adopted by the Exchange. 2. Participant acknowledges that BSTX Participant and its associated persons are subject to the oversight and jurisdiction of the Exchange. 3. Participant authorizes the Exchange to make available to any governmental agency or SRO any information it may have concerning the BSTX Participant or its associated persons, and releases the Exchange from any and all liability in furnishing such information. 4. Participant acknowledges its obligation to update any and all information contained in any part of the BSTX Participant’s application, including termination of membership with another SRO. These provisions of the BSTX Participant Agreement and others therein are generally designed to reflect the Exchange’s SRO obligations to regulate BSTX Participants. Accordingly, these provisions contractually bind a BSTX Participant to comply with Exchange rules, acknowledge the Exchange’s oversight and jurisdiction, authorize the Exchange to disclose information regarding the Participant to any governmental agency or SRO and acknowledge the obligation to update any and all Application contained in the Participant’s application. C. BSTX User Agreement In order to become a BSTX Participant, prospective participants must also execute a BSTX User Agreement pursuant to proposed Rule 18000(b). The BSTX User Agreement, attached as Exhibit 3C, includes provisions related to the term of the agreement, compliance with exchange rules, right and obligations under the PO 00000 Frm 00035 Fmt 4701 Sfmt 4703 51283 agreement, changes to BSTX, proprietary rights under the agreement, use of information received under the relationship, disclaimer of warranty, limitation of liability, indemnification, termination and assignment. The information is necessary to outline the rights and obligations of the prospective Participant and the Exchange under the terms of the agreement. Both the BSTX Participant Agreement and BSTX User Agreement will be available on the Exchange’s website (boxoptions.com). D. BSTX Security Market Designated Market Maker Selection Form In accordance with proposed Rule 25230(b)(1), BSTX will maintain the BSTX Security Designated Market Maker Selection Form, which is attached as Exhibit 3D. The issuer may select its DMM from among a pool of DMMs eligible to participate in the process. Within two business days of the issuer selecting its DMM, it will use the BSTX Security Market Designated Market Maker Selection form to notify BSTX of the selection. The form must be signed by a duly authorized officer as specified in proposed Rule 25230(b)(1). E. Clearing Authorization Forms In accordance with proposed Rule 18010, BSTX Participants that are not members/participants of a registered clearing agency must clear their transactions through a BSTX Participant that is a member of a registered clearing agency. A BSTX Participant clearing through another BSTX Participant would do so using, as applicable, either the BSTX Clearing Authorization (nonMarket Maker) form (attached as Exhibit 3E) or the BSTX Participant Clearing Authorization (Market Maker) form (attached as Exhibit 3F). Each form would be maintained by BSTX and each form specifies that the BSTX Participant clearing on behalf of the other BSTX Participant accepts financial responsibility for all transactions on BSTX that are made by the BSTX Participant designated on the form. F. BSTX Listing Applications The Exchange proposes to specify the required forms of listing application, listing agreement and other documentation that listing applicants and listed companies must execute or complete (as applicable) as a prerequisite for initial and ongoing listing on the Exchange, as applicable (collectively, ‘‘listing documentation’’). As proposed, the listing forms are substantially similar to those currently in use by NYSE American LLC, with certain differences to account for the trading of Securities. All listing E:\FR\FM\19AUN2.SGM 19AUN2 51284 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES2 documentation will be available on the Exchange’s website (boxoptions.com). Each of the listing documents form a duly authorized representative of the company must sign an affirmation that the information provided is true and correct as of the date the form was signed. In the event that in the future the Exchange makes any substantive changes (including changes to the rights, duties, or obligations of a listed company or listing applicant or the Exchange, or that would otherwise require a rule filing) to such documents, it will submit a rule filing in accordance with Rule 19b–4.344 Pursuant to Rule 26130 and 26300 of the Exchange Rules, a company must file and execute the BSTX Original Listing Application (attached as Exhibit 3G) or the BSTX Additional Listing Application (attached as Exhibit 3H) to apply for the listing of Securities on BSTX.345 The BSTX Original Listing Application provides information necessary, and in accordance with Section 12(b) of the Exchange Act,346 for Exchange regulatory staff to conduct a due diligence review of a company to determine if it qualifies for listing on the Exchange. The BSTX Additional Listing Application requires certain further information for an additional listing of Securities. Relevant factors regarding the company and securities to be listed would determine the type of information required. The following describes each category and use of application information: 1. Corporate information regarding the issuer of the security to be listed, including company name, address, contact information, Central Index Key Code (CIK), SEC File Number, state and country of incorporation, date of incorporation, whether the company is a foreign private issuer, website address, SIC Code, CUSIP number of the security being listed and the date of fiscal year end. This information is required of all applicants and is necessary in order for the Exchange’s regulatory staff to collect basic company information for recordkeeping and due diligence purposes, including review of information contained in the company’s SEC filings. 2. For original listing applications only, corporate contact information including the company’s Chief 344 The Exchange will not submit a rule filing if the changes made to a document are solely typographical or stylistic in nature. 345 Pursuant to proposed Exchange Rule 26130, an applicant seeking the initial listing of its Security must also provide a legal opinion that the applicant’s Security is a security under applicable United States securities laws. 346 15 U.S.C. 78l(b). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 Executive Officer, Chief Financial Officer, Corporate Secretary, General Counsel and Investor Relations Officer. This information is required of all initial applicants and is necessary in order for the Exchange’s regulatory staff to collect current company contact information for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant. 3. For original listing applications only, offering and security information regarding an offering, including the type of offering, a description of the issue, par value, number of Securities outstanding or offered, total Securities unissued, but reserved for issuance, date authorized, purpose of Securities to be issued, number of Securities authorized, and information relating to payment of dividends. This information is required of all applicants listing Securities on the Exchange, and is necessary in order for the Exchange’s regulatory staff to collect basic information about the offering. 4. For original listing applications only, information regarding the company’s transfer agent. Transfer agent information is required for all applicants. This information is necessary in order for the Exchange’s regulatory staff to collect current contact information for such company transfer agent for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant. 5. For original listing applications only, contact information for the outside counsel with respect to the listing application, if any. This information is necessary in order for the Exchange’s regulatory staff to collect applicable contact information for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant and assess compliance with Exchange Rule 26130. 6. For original listing applications only, a description of any security preferences. This information is necessary to determine whether the Applicant issuer has any existing class of common stock or equity securities entitling the holders to differential voting rights, dividend payments, or other preferences. 7. For original listing applications only, type of Security listing, including the type of transaction (initial public offering of a Security, merger, spin-off, follow on offering, reorganization, exchange offer or conversion) and other details related to the transaction, including the name and contact information for the investment banker/ financial advisor contacts. This PO 00000 Frm 00036 Fmt 4701 Sfmt 4703 information is necessary in order for the Exchange’s regulatory staff to collect information for such company for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant. 8. For original listing applications only, exchange requirements for listing consideration. This section notes that to be considered for listing, the Applicant Issuer must meet the Exchange’s minimum listing requirements, that the Exchange has broad discretion regarding the listing of any Security and may deny listing or apply additional or more stringent criteria based on any event, condition or circumstance that makes the listing of an Applicant Issuer’s Security inadvisable or unwarranted in the opinion of the Exchange. The section also notes that even if an Applicant Issuer meets the Exchange’s listing standards for listing on the BSTX Security Market, it does not necessarily mean that its application will be approved. This information is necessary in order for the Exchange’s regulatory staff to assess whether an Applicant Issuer is qualified for listing. 9. For original listing applications only, regulatory review information, including a certification that no officer, board member or non-institutional shareholder with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to financial issues during the past ten years or a detailed description of any such matters. This section also notes that the Exchange will review background materials available to it regarding the aforementioned individuals as part of the eligibility review process. This regulatory review information is necessary in order for the Exchange’s regulatory staff to assess whether there are regulatory matters related to the company that render it unqualified for listing. 10. For original listing applications only, supporting documentation required prior to listing approval includes a listing agreement, corporate governance affirmation, Security design affirmation, listing application checklist and underwriter’s letter. This documentation is necessary in order to support the Exchange’s regulatory staff listing qualification review (corporate governance affirmation, listing application checklist and underwriter’s letter) and to effectuate the listed company’s agreement to the terms of listing (listing agreement). 11. For additional listing applications only, transaction details, including the purpose of the issuance, total Securities, date of board authorization, date of E:\FR\FM\19AUN2.SGM 19AUN2 jbell on DSKJLSW7X2PROD with NOTICES2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices shareholder authorization and anticipated date of issuance. This information is required of all applicants listing additional Securities on the Exchange, and is necessary in order for the Exchange’s regulatory staff to collect basic information about the offering. 12. For additional listing applications only, insider participation and future potential issuances, including whether any director, officer or principal shareholder of the company has a direct or indirect interest in the transaction, and if the transaction potentially requires the company to issue any Securities in the future above the amount they are currently applying for. This information is required of all applicants listing additional Securities on the Exchange, and is necessary in order for the Exchange’s regulatory staff to collect basic information about the offering. 13. For additional listing applications only, information for a technical original listing, including reverse Security splits and changes in states of incorporation. This information is required of all applicants listing additional Securities on the Exchange, and is necessary in order for the Exchange’s regulatory staff to collect basic information about the offering. 14. For additional listing applications only, information for a forward Security split or Security dividend, including forward Security split ratios and information related to Security dividends. This information is required of all applicants listing additional Securities on the Exchange, and is necessary in order to determine the rights associated with the Securities. 15. For additional listing applications only, relevant company documents. This information is required of all applicants listing additional Securities on the Exchange, and is necessary to assess to support the Exchange’s regulatory staff listing qualification review. 16. For additional listing applications only, reconciliation for technical original listing, including Securities issued and outstanding after the technical original event, listed reserves previously approved for listing, and unlisted reserves not yet approved by the Exchange. This information is required of all applicants listing additional Securities on the Exchange, and is necessary to assess to support the Exchange’s regulatory staff listing qualification review and to obtain all of the information relevant to the offering. VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 G. Checklist for Original Listing Application In order to assist issuers seeking to list its Securities on BSTX, the Exchange has provided a checklist for issuers to seeking to file an original listing application with BSTX. The BSTX Listing Application Checklist, attached as Exhibit 3I, provides that issuers must provide BSTX with a listing application, listing agreement, corporate governance affirmation, BSTX Security design affirmation, underwriter’s letter (for an initial public offering of a Security only) and relevant SEC filings (e.g., 8–A, 10, 40–F, 20–F). Each of the above referenced forms are fully described herein. The checklist is necessary to assist issuers and the Exchange regulatory staff in assessing the completion of the relevant documents. H. BSTX Security Market Listing Agreement Pursuant to proposed Exchange Rule 26132, to apply for listing on the Exchange, a company must execute the BSTX Security Market Listing Agreement (the ‘‘Listing Agreement’’), which is attached as Exhibit 3J. Pursuant to the proposed Listing Agreement, a company agrees with the Exchange as follows: 1. Company certifies that it will comply with all Exchange rules, policies, and procedures that apply to listed companies as they are now in effect and as they may be amended from time to time, regardless of whether the Company’s organization documents would allow for a different result. 2. Company shall notify the Exchange at least 20 days in advance of any change in the form or nature of any listed Securities or in the rights, benefits, and privileges of the holders of such Securities. 3. Company understands that the Exchange may remove its Securities from listing on the BSTX Security Market, pursuant to applicable procedures, if it fails to meet one or more requirements of Paragraphs 1 and 2 of this agreement. 4. In order to publicize the Company’s listing on the BSTX Security Market, the Company authorizes the Exchange to use the Company’s corporate logos, website address, trade names, and trade/ service marks in order to convey quotation information, transactional reporting information, and other information regarding the Company in connection with the Exchange. In order to ensure the accuracy of the information, the Company agrees to provide the Exchange with the Company’s current corporate logos, PO 00000 Frm 00037 Fmt 4701 Sfmt 4703 51285 website address, trade names, and trade/ service marks and with any subsequent changes to those logos, trade names and marks. The Listing Agreement further requires that the Company specify a telephone number to which questions regarding logo usage should be directed. 5. Company indemnifies the Exchange and holds it harmless from any thirdparty rights and/or claims arising out of use by the Exchange or, any affiliate or facility of the Exchange (‘‘Corporations’’) of the Company’s corporate logos, website address, trade names, trade/service marks, and/or the trading symbol used by the Company. 6. Company warrants and represents that the trading symbol to be used by the Company does not violate any trade/ service mark, trade name, or other intellectual property right of any third party. The Company’s trading symbol is provided to the Company for the limited purpose of identifying the Company’s security in authorized quotation and trading systems. The Exchange reserves the right to change the Company’s trading symbol at the Exchange’s discretion at any time. 7. Company agrees to furnish to the Exchange on demand such information concerning the Company as the Exchange may reasonably request. 8. Company agrees to pay when due all fees associated with its listing of Securities on the BSTX Security Market, in accordance with the Exchange’s rules. 9. Company agrees to file all required periodic financial reports with the SEC, including annual reports and, where applicable, quarterly or semi-annual reports, by the due dates established by the SEC. The various provisions of the Listing Agreement are designed to accomplish several objectives. First, clauses 1–3 and 6–8 reflect the Exchange’s SRO obligations to assure that only listed companies that are compliant with applicable Exchange rules may remain listed. Thus, these provisions contractually bind a listed company to comply with Exchange rules, provide notification of any corporate action or other event that will cause the company to cease to be in compliance with Exchange listing requirements, evidence the company’s understanding that it may be removed from listing (subject to applicable procedures) if it fails to be in compliance or notify the Exchange of any event of noncompliance, furnish the Exchange with requested information on demand, pay all fees due and file all required periodic reports with the SEC. Clauses four and five contain standard legal representations and agreements from the listed company to the E:\FR\FM\19AUN2.SGM 19AUN2 51286 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices Exchange regarding use of its logo, trade names, trade/service markets, and trading symbols as well as potential legal claims against the Exchange in connection thereto. jbell on DSKJLSW7X2PROD with NOTICES2 I. BSTX Security Market Company Corporate Governance Affirmation In accordance with the proposed Rule 26800 Series, companies listed on BSTX would be required to comply with certain corporate governance standards, relating to, for example, audit committees, director nominations, executive compensation, board composition, and executive sessions. In certain circumstances the corporate governance standards that apply vary depending on the nature of the company. In addition, there are phasein periods and exemptions available to certain types of companies. The proposed BSTX Security Market Corporate Governance Affirmation, attached as Exhibit 3K, enables a company to confirm to the Exchange that it is in compliance with the applicable standards, and specify any applicable phase-ins or exemptions. Companies are required to submit a BSTX Security Market Corporate Governance Affirmation upon initial listing on the Exchange and thereafter when an event occurs that makes an existing form inaccurate. This BSTX Security Market Corporate Governance Affirmation assists the Exchange regulatory staff in monitoring listed company compliance with the corporate governance requirements. J. Security Design Affirmation for the BSTX Security Market In accordance with proposed Rule 26138, in order for a Security to be admitted to dealings on BSTX, such Security must follow the BSTX Protocol. The BSTX Protocol will be provided via Regulatory Circular and posted on the Exchange’s website. The Exchange has included an overview of the BSTX Protocol as Exhibit 3N. The Security Design Affirmation, attached as Exhibit 3L, enables a company to affirm to the Exchange that it is in compliance with the applicable standards. Companies are required to submit a Security Design Affirmation upon initial listing on the Exchange. This Security Design Affirmation assists the Exchange’s staff in verifying that an issuer’s Securities meet the requirements of the BSTX Protocol. K. Sample Underwriter’s Letter In accordance with proposed Rule 26101, an initial public offering of a Security must meet certain listing requirements. The Exchange seeks to VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 require the issuer’s underwriter to execute a letter setting forth the details of the offering, including the name of the offering and why the offering meets the criteria of the BSTX rules. This information, set forth in the proposed Sample Underwriter’s Letter and attached as Exhibit 3M, is necessary to assist the Exchange’s regulatory staff in assessing the offering’s compliance with BSTX listing standards for an initial public offering of a Security. L. BSTX Protocol Summary Overview BSTX Rule 26138 requires that a BSTX listed company’s Securities must comply with the BSTX Protocol to trade on BSTX. Exhibit 3N provides fundamental information related to the Ethereum blockchain and background information on the functions, configurations, and events of the Asset Smart Contract of the BSTX Protocol. Exhibit 3N also provides information on the Registry and Compliance features of the BSTX Protocol. VII. Regulation In connection with the operation of BSTX, the Exchange will leverage many of the structures it established to operate a national securities exchange in compliance with Section 6 of the Exchange Act.347 Specifically, the Exchange will extend its Regulatory Services Agreement with FINRA to cover BSTX Participants and trading on the BSTX System. This Regulatory Services Agreement will govern many aspects of the regulation and discipline of BSTX Participants, just as it does for options regulation. The Exchange will perform Security listing regulation, authorize BSTX Participants to trade on the BSTX System, and conduct surveillance of Security trading on the BSTX System. Section 17(d) of the Exchange Act 348 and the related Exchange Act rules permit SROs to allocate certain regulatory responsibilities to avoid duplicative oversight and regulation. Under Exchange Act Rule 17d–1,349 the SEC designates one SRO to be the Designated Examining Authority, or DEA, for each broker-dealer that is a member of more than one SRO. The DEA is responsible for the financial aspects of that broker-dealer’s regulatory oversight. Because Exchange Participants, including BSTX Participants, also must be members of at least one other SRO, the Exchange 347 15 U.S.C. 78f. U.S.C. 78q(d). 349 17 CFR 240.17d–1. 348 15 PO 00000 Frm 00038 Fmt 4701 Sfmt 4703 would generally not be designated as the DEA for any of its members.350 Rule 17d–2 under the Exchange Act 351 permits SROs to file with the Commission plans under which the SROs allocate among each other the responsibility to receive regulatory reports from, and examine and enforce compliance with specified provisions of the Exchange Act and rules thereunder and SRO rules by, firms that are members of more than one SRO (‘‘common members’’). If such a plan is declared effective by the Commission, an SRO that is a party to the plan is relieved of regulatory responsibility as to any common member for whom responsibility is allocated under the plan to another SRO. The Exchange plans to join the Plan for the Allocation of Regulatory Responsibilities Regarding Regulation NMS.352 The Exchange may choose to join certain Rule 17d–2 agreements such as the agreement allocating responsibility for insider trading rules.353 For those regulatory responsibilities that fall outside the scope of any Rule 17d–2 agreements that the Exchange may join, subject to Commission approval, the Exchange will retain full regulatory responsibility under the Exchange Act. However, as noted, the Exchange will extend its existing Regulatory Services Agreement with FINRA to provide that FINRA personnel will operate as agents for the Exchange in performing certain regulatory functions with respect to BSTX. As is the case with the Exchange’s options trading platform, the Exchange will supervise FINRA and continue to bear ultimate regulatory responsibility for BSTX. Consistent with the Exchange’s existing regulatory structure, the Exchange’s Chief Regulatory Officer shall have general supervision of the regulatory operations of BSTX, including responsibility for overseeing the surveillance, examination, and enforcement functions and for administering all regulatory services agreements applicable to BSTX. Similarly, the Exchange’s existing Regulatory Oversight Committee will be responsible for overseeing the adequacy and effectiveness of Exchange’s regulatory and self-regulatory organization responsibilities, including those applicable to BSTX. Finally, as it does with options, the Exchange will 350 See Exchange Rule 2020(a) (requiring that a Participant be a member of another registered national securities exchange or association). 351 17 CFR 240.17d–2. 352 Exchange Act Release No. 85046 (February 4, 2019), 84 FR 2643 (February 7, 2019). 353 Exchange Act Release No. 84392 (October 10, 2018), 83 FR 52243 (October 16, 2018). E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices perform automated surveillance of trading on BSTX for the purpose of maintaining a fair and orderly market at all times and monitor BSTX to identify unusual trading patterns and determine whether particular trading activity requires further regulatory investigation by FINRA. In addition, the Exchange will oversee the process for determining and implementing trade halts, identifying and responding to unusual market conditions, and administering the Exchange’s process for identifying and remediating ‘‘clearly erroneous trades’’ pursuant to proposed Rule 25110. The Exchange shall also oversee the onboarding and application process for BSTX Participants as well as compliance by issuers of Securities with the applicable initial and continuing listing requirements, including compliance with the BSTX Protocol.354 VIII. NMS Plans The Exchange intends to join the Order Execution Quality Disclosure Plan, the Plan to Address Extraordinary Market Volatility, the Plan Governing the Process of Selecting a Plan Processor, and the applicable plans for consolidation and dissemination of market data. The Exchange is already a participant in the NMS plan related to the Consolidated Audit Trail. Consistent with Section 6(b)(5) of the Exchange Act,355 the Exchange believes that joining the same set of NMS plans that all other national securities exchanges that trade equities must join fosters cooperation and coordination with other national securities exchanges and other market participants engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities. jbell on DSKJLSW7X2PROD with NOTICES2 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of the Exchange Act,356 in general and with Section 6(b)(5) of the Exchange Act,357 in particular, in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect 354 See proposed Exchange Rules 26230 (Security Architecture Audit) and 26138 (BSTX Protocol). 355 15 U.S.C. 78f(b)(5). 356 15 U.S.C. 78a et seq. 357 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 investors and the public interest; and it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers, or to regulate by virtue of any authority conferred by this title matters not related to the purposes of this title or the administration of the Exchange. The Exchange believes that BSTX will benefit individual investors, other market participants, and the equities market generally. The Exchange proposes to establish BSTX as a facility of the Exchange that would trade equities in a similar manner to how equities presently trade on other exchanges. However, BSTX would also require reporting of end-of-day Security balances to the Exchange in order to facilitate the use of blockchain technology as an ancillary recordkeeping mechanism. The Exchange believes that using blockchain technology as an ancillary recordkeeping mechanism that operates in parallel with the traditional trading, recordkeeping, and clearance and settlement structures that market participants are familiar with is an important first step toward exploring the potential uses and benefits of blockchain technology in securities transactions. The entry of an innovative competitor such as BSTX seeking to implement a measured introduction of blockchain technology in connection with the trading of equity securities may promote competition by encouraging other market participants to find ways of using blockchain technology in connection with securities transactions. The proposed regulation of BSTX and BSTX Participants, as well as the execution of Securities using a pricetime priority model and the clearance and settlement of Securities will all operate in a manner substantially similar to existing equities exchanges. In this way, the Exchange believes that BSTX provides a robust regulatory structure that protects investors and the public interest while introducing the use of blockchain technology as an ancillary recordkeeping mechanism in connection with listed equity securities. In order to implement the use of blockchain technology as an ancillary recordkeeping mechanism, the Exchange proposes two requirements pursuant to proposed Rule 17020 to: (i) Obtain a wallet address through BSTX to which end-of-day Security balances may be recorded to the Ethereum blockchain as an ancillary recordkeeping mechanism; and (ii) requiring BSTX Participants to report their end-of-day Security balances to BSTX to facilitate updates to the Ethereum blockchain as an ancillary PO 00000 Frm 00039 Fmt 4701 Sfmt 4703 51287 recordkeeping mechanism to reflect changes in ownership as a result of trading Securities. The Exchange believes that the proposed address whitelisting and endof-day Security balance reporting requirement is consistent with the Exchange Act, and Section 6(b)(5) 358 in particular, because it is designed to foster cooperation and coordination with persons engaged in regulating, clearing, settling, and processing information with respect to transactions in Securities and does not unfairly discriminate among BSTX Participants, all of whom are subject to the same wallet address and end-of-day reporting requirement. The requirement to obtain a wallet address is a one-time, minimal obligation similar to obtaining an MPID or other market participant identifier that is applicable to each BSTX Participant. The end-of-day Security balance reporting obligation would be used to update the Ethereum blockchain as an ancillary recordkeeping mechanism, which the Exchange believes would be a first step in demonstrating the potential use of blockchain technology in connection with securities transactions. The Exchange does not propose to charge a fee in connection with either of these requirements. As discussed in greater detail above,359 the Exchange believes that these proposed requirements are consistent with the Exchange Act as they are necessary to facilitate the blockchain-based ancillary recordkeeping mechanism and are consistent with authority that the Commission has already approved for exchanges regarding furnishment of records by members of the exchange. The Exchange believes that blockchain technology offers potential benefits to investors, and while such benefits may not be immediately evident while the blockchain is used only as ancillary recordkeeping mechanism, the Exchange believes that a measured and gradual introduction of blockchain technology is a useful way to explore these potential benefits that is consistent with the protection of investors and the public interest. The Exchange also believes that the proposed rule change is consistent with Section 11A of Exchange Act which sets forth the Commission’s authority to establish and maintain a national market system.360 In setting forth the Commission’s authority to establish a 358 15 U.S.C. 78f(b)(5). supra Parts II.G. through J for further discussion regarding why these proposed requirements are consistent with the Exchange Act. 360 15 U.S.C. 78k–1. 359 See E:\FR\FM\19AUN2.SGM 19AUN2 51288 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices national market system, Congress expressly contemplated that the national market system ‘‘may include use of subsystems for particular types of securities with unique trading characteristics.’’ 361 The Exchange has proposed here a type of security (i.e., Securities) that trade, clear, and settle entirely within the scope and using the same processes as the existing national market system, but that pursuant to the proposed BSTX Rules would have the unique characteristic of an end-of-day Security balance reporting process as an ancillary recordkeeping function using the ‘‘subsystem’’ of blockchain technology.362 The clear intent of Congress was to provide for a national market system that could include such ‘‘securities with unique trading characteristics.’’ For these reasons the Exchange believes that the proposed rule change is consistent with Section 11A of the Exchange Act. Finally, the Exchange believes that the proposal is consistent with Section 6(b)(5) of the Exchange Act because the BSTX Rules would not be designed to regulate by virtue of any authority conferred by the Exchange Act matters that are not related to the purposes of the Exchange Act or the administration of the Exchange. Congress adopted Section 2 of the Exchange Act to set forth the reasons for the necessity of the Exchange Act, which expressly include that ‘‘transactions in securities as commonly conducted upon securities exchanges and over-the-counter markets are effected with a national public interest which makes it necessary to provide for regulation and control of such transactions and of practices and matters related thereto, including . . . to require appropriate reports[.]’’ 363 [emphasis added]. The Exchange Act and rules of self-regulatory organizations, including national securities exchanges and national securities associations, include reporting requirements that regulate and control matters and practices related to 361 15 U.S.C. 78k–1(a)(2). Exchange notes that to the extent the Commission believes that the ancillary recordkeeping process regarding Securities under the proposed BSTX Rules is not a ‘‘unique trading characteristic’’ of Securities for purposes of Section 11A of the Exchange Act insofar as it does not directly relate to ‘‘trading’’ of Securities, then there would not be any concern with respect to Securities regarding consistency with Section 11A. In other words, either the ancillary recordkeeping process is a unique trading characteristic of Securities as explicitly contemplated by Congress as part of the national market system or it is not a unique trading characteristic of Securities because they will trade, clear, and settle the same as all other NMS stock. In the latter case, Securities would be consistent with Section 11A just like all other NMS stock. 363 15 U.S.C. 78(b). jbell on DSKJLSW7X2PROD with NOTICES2 362 The VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 securities transactions conducted on securities exchanges and in the overthe-counter markets. For example, all of the U.S. options exchanges and FINRA maintain rules approved by the Commission that require their member broker-dealers to prepare and submit daily large options position reports to a third-party administrator that maintains a large options position reporting system.364 These large option positions reports are not reports regarding the trading or clearance and settlement of securities transactions themselves but, instead, are reports that are related to end-of-day positions of the members of the options exchange and/or FINRA in a particular class of standardized or over-the-counter securities option. As described above, the proposed BSTX Rules regarding the ancillary recordkeeping process would similarly require BSTX Participants to provide reports regarding their end-of-day positions in Securities. Also as described above, the Exchange believes that the requirements regarding the ancillary recordkeeping process will promote the use of the functionality of smart contracts and their ability to allocate and re-allocate Security balances in tokenized form across multiple addresses in connection with end-of-day Security position balance information of BSTX Participants such that the requirements will allow market participants to observe and increase their familiarity with the capabilities and potential benefits of blockchain technology in a context that parallels current equity market infrastructure and thereby advances and protects the public’s interest in the use and development of new data processing techniques that may create opportunities for more efficient, effective and safe securities markets.365 B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The Exchange operates in an intensely competitive global marketplace for transaction services. Relying on its array of services and benefits, the Exchange competes for the privilege of providing market services to broker-dealers. The 364 See e.g., FINRA Rule 2360(b)(5) and Cboe Rule 8.43. 365 Report of the Senate Committee on Banking, Housing & Urban Affairs, S. Rep. No. 94–75, at 8 (1975) (expressing Congress’ finding that new data processing and communications systems create the opportunity for more efficient and effective markets). PO 00000 Frm 00040 Fmt 4701 Sfmt 4703 Exchange’s ability to compete in this environment is based in large part on the quality of its trading systems, the overall quality of its market and its attractiveness to the largest number of investors, as measured by speed, likelihood and costs of executions, as well as spreads, fairness, and transparency. The Exchange believes that the primary areas where the proposed rule change has the potential to result in a burden on competition are with regard to the terms on which: (1) Issuers may list their securities for trading, (2) market participants that may access the Exchange and use its facilities, (3) Security transactions may be cleared and settled, (4) Security transactions occurring OTC, and (5) Security transactions occurring on other exchanges that might extend unlisted trading privileges to Securities. Regarding considerations (1) and (2), and as described in detail in Item 3 above, the BSTX Rules are drawn substantially from the existing rules of other exchanges that the Commission has already found to be consistent with the Exchange Act, including regarding whether they impose any burden on competition that is not necessary or appropriate in furtherance of its purposes. For example, the BSTX Listing Rules in the 26000 and 27000 Series that affect issuers and their ability to list Securities for trading are based substantially on the current rules of NYSE American. The Exchange has proposed that issuers would be required to create and maintain a Security compliant with the BSTX Protocol. The Exchange recognizes that these requirements are additional to those of other exchanges. However, the Exchange does not believe this poses a burden on competition because issuers are free to choose to list on other exchanges without such requirements. The Exchange believes that these requirements may attract issuers that are interested in exploring the potentials of blockchain technology. Additionally, the BSTX Rules regarding membership and access to and use of the facilities of BSTX are also substantially based on existing exchange rules. Specifically, the relevant BSTX Rules are as follows: Participation on BSTX (Rule 18000 Series); business conduct for BSTX participants (Rule 19000 Series); financial and operational rules for BSTX participants (Rule 20000 Series); supervision (Rule 21000 Series); miscellaneous provisions (Rule 22000 Series); trading practices (Rule 23000 Series); discipline and summary suspension (Rule 24000 Series); trading (Rule 25000 Series); market making E:\FR\FM\19AUN2.SGM 19AUN2 jbell on DSKJLSW7X2PROD with NOTICES2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices (Rule 25200 Series); and dues, fees, assessments, and other charges (Rule 28000 Series). As described in detail in Item 3, these rules are substantially based on analogous rules of the following exchanges, as applicable: BOX; Investors Exchange LLC; Cboe BZX Exchange, Inc.; The Nasdaq Stock Market LLC; and NYSE American LLC. The address whitelisting and end-of-day Security balance reporting requirements to facilitate the use of the Ethereum blockchain as an ancillary recordkeeping mechanism in proposed Rule 17020 would apply equally to all BSTX Participants and therefore would not impose any different burden on one BSTX Participant compared to another. The Exchange believes that these requirements would impose only a minimal burden on BSTX Participants that is unlikely to materially impact the competitive balance among investors and traders of Securities. Regarding consideration (3) above and the manner in which Security transactions may be cleared and settled, the Exchange proposes to clear and settle Securities in accordance with the rules, policies and procedures of a registered clearing agency, similar to how the Exchange believes other exchange-listed equity securities are cleared and settled today. Therefore, BSTX’s rules do not impose any burden on competition regarding the manner in which trades may be cleared or settled because market participants would be able to clear and settle Security transactions in substantially the same manner as they already clear and settle transactions in other types of NMS stock. With respect to consideration (4) above, as previously noted, market participants would not be limited in their ability to trade Securities OTC because Securities could be traded OTC and would be cleared and settled in the same manner as other NMS stocks through the facilities of a registered clearing agency. Thus, the Exchange does not believe that its proposal will place any new burden on competition with respect to OTC trading, given that trading, clearance and settlement will take place in the same manner as for other NMS stocks. The Exchange acknowledges that BSTX Participants would be subject to additional requirements (i.e., acquiring a wallet address and end-of-day Security balance reporting pursuant to proposed Rule 17020) that are not required of nonBSTX Participants trading Securities. The Exchange believes that these additional requirements impose only a minimal burden on BSTX Participants and should not have any material or VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 undue burden or impact on competition between BSTX Participants and nonBSTX Participants. Acquiring a wallet address is a one-time burden that can be readily addressed by contacting the Exchange, and the end-of-day Security balance reporting requests only that the BSTX Participant, either directly or through its carrying firm, report information that it (or its carrying firm) already has available to it from DTC on a daily basis regarding the balance of Securities held. Finally, with respect to consideration (5) noted above regarding other exchanges extending unlisted trading privileges to Securities, the Exchange does not believe that the proposed Rules would impose a burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. Securities would trade, clear, and settle in the same manner as other NMS stock. Accordingly, other exchanges would be able to extend unlisted trading privileges to Securities in accordance with Commission rules.366 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received comments on the proposed rule change. III. Summary of the Comment Letters Received While the Commission has received a comment letter on the proposal as filed under SR–BOX–2020–14,367 as discussed above, the Commission also will consider comment letters received in connection with SR–BOX–2019– 19.368 The aspects of the proposal to which those comments relate are substantively similar to the current proposal. One commenter stated that the proposal’s requirements with respect to maintaining end-of-day security ownership balances on the blockchain are inconsistent with Section 6(b)(5) of the Act because the maintenance of these records does not appear to be necessary for the clearance and settlement of these securities, the fair 366 In the SIFMA April Letter, SIFMA asked whether other exchanges would be able to access the distributed ledger technology that BSTX proposes to use, which is the Ethereum blockchain. SIFMA April Letter at 4. The Exchange notes that use of Ethereum technology is not exclusive to BSTX. Ethereum is an open source public blockchain that supports smart contract functionality. Thus, all market participants would have open access to the distributed ledger technology associated with the proposal. 367 See supra note 3. 368 See supra notes 7–10 and accompanying text. PO 00000 Frm 00041 Fmt 4701 Sfmt 4703 51289 and orderly trading of securities, or any purpose regulated by the Act.369 This commenter asserted that the proposal does not provide sufficient detail regarding the purpose and design of the ancillary record to enable a review under Section 6 of the Act, including how the ancillary record may benefit investors and/or add to transactional, operational, and other types of risks.370 The Exchange responded that the proposal would ‘‘allow market participants to observe and increase their familiarity with the capabilities and potential benefits of blockchain technology in a context that parallels current equity market infrastructure and thereby advance and protect the public’s interest in the use and development of new data processing techniques that may create opportunities for more efficient, effective and safe securities market.’’ 371 Another commenter stated that the proposal provided insufficient information to assess compliance with the Act or the costs to market participants because the proposal does not describe in detail how the official and the ancillary records will interact or reconcile, which is likely to render the proposal confusing to market participants and investors.372 Similarly, another commenter stated that, given the potential discrepancies between the official records of ownership and the ancillary records of the Wallet Manager, it is unclear what efficiencies or purpose an ancillary recordkeeping mechanism would provide or why a Wallet Manager would improve rather than complicate the current market structure.373 Another commenter stated its belief that the Exchange should address whether there is some ‘‘besteffort’’ threshold around inaccurate and/ or partial end-of-day securities ownership balances on the blockchain that would sufficiently address the risk of investor confusion.374 In response, the Exchange stated that it does not believe there is likely to be investor confusion between official and ancillary 369 See Letter from Holly H. Smith, Eversheds Sutherland (US) LLP (February 12, 2020) (‘‘Eversheds Letter’’), at 3. 370 See Eversheds Letter, supra note 369, at 2. 371 Letter from Lisa J. Fall, President, BOX Exchange LLC (April 9, 2020) (‘‘BOX Response I’’), at 13. 372 See Letter from Joan C. Conley, Senior Vice President & Corporate Secretary, The Nasdaq Stock Market LLC (March 27, 2020) (‘‘Nasdaq Letter’’), at 3. 373 See Letter from David A. Schrader, Partner, Paykin Krieg & Adams, LLP (February 25, 2020), at 1–2. 374 See Letter from Benjamin Connault, Economist, Investors Exchange LLC (March 26, 2020), at 5. E:\FR\FM\19AUN2.SGM 19AUN2 51290 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices records because the block-chain based records are ancillary and would be associated with anonymous wallet addresses, and market participants would not have access to the official records to be able to compare the records and become confused.375 According to one commenter, the proposal places an unreasonable burden on competition because, to avail itself of the ancillary end-of-day securities balance reporting to the blockchain, the purchaser must be a BSTX Participant and the proposal is designed to provide an advantage to the Exchange as the exclusive provider of blockchain technology for securities.376 The Exchange responded that it disagrees with this assertion because BSTX-listed securities would be capable of trading on other markets irrespective of the proposed ancillary end-of-day balance recordkeeping process and there is no limitation in the proposal that would prevent another national securities exchange from adopting its own ancillary recordkeeping process.377 Another commenter asserted that the proposed proprietary Ether-based distributed ledger technology to be used to track ownership of securities on an ancillary basis would encourage the adoption of the technology with the likely eventual goal of having it become a system for tracking equity security ownership outside of the current system maintained by DTC and brokerdealers.378 The commenter stated that complications in the equity markets may arise if there are varying forms of the technology used to track equity securities.379 In response the Exchange stated that the proposal is designed to operate entirely within the existing equity market structure and that the end-of-day securities balance reporting 375 See BOX Response I, supra note 371, at 6. Nasdaq Letter, supra note 372, at 2–3. 377 See BOX Response I, supra note 371, at 3. 378 See Letter from Ellen Greene, Managing Director, Equities & Options Market Structure, & Thomas F. Price, Managing Director, Operations, Technology, Cyber & BCP, Securities Industry and Financial Markets Association (April 22, 2020) (‘‘SIFMA Letter’’), at 3. Several of the comments from this commenter focused on the Exchange’s proposal for trades on the Exchange to on a T+1 settlement cycle. In Amendment No. 1, the Exchange removed this aspect of its proposal from its proposed rule change. Therefore, those comments that related solely to the deleted portion of the Exchange’s proposal are not relevant to the amended proposal. See Amendment No. 1, supra note 6. 379 See SIFMA Letter, supra note 378, at 3. This commenter expressed its concern that new technology with wider implications for the equity market infrastructure would be considered in the framework of a proposed rule change by a single exchange which, according to this commenter, is not a good overall outcome for the equity markets. See SIFMA Letter, supra note 378, at 3–4. jbell on DSKJLSW7X2PROD with NOTICES2 376 See VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 process would apply only to firms that choose to become BSTX Participants and would impose only a minimal reporting burden.380 IV. Proceedings To Determine Whether To Approve or Disapprove SR–BOX– 2020–14, as Modified by Amendment No. 1, and Grounds for Disapproval Under Consideration The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 381 to determine whether the proposed rule change should be approved or disapproved. Institution of such proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed rule change. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, as described below, the Commission seeks and encourages interested persons to provide additional comment on the proposed rule change to inform the Commission’s analysis of whether to approve or disapprove the proposed rule change. Pursuant to Section 19(b)(2)(B) of the Act,382 the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings to allow for additional analysis of the proposed rule change’s consistency with Section 6(b)(1) of the Act, which requires that a national securities exchange be so organized and have the capacity to be able to carry out the purposes of the Act and to comply, and enforce compliance by its members and persons associated with its members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the exchange.383 In addition, the Commission is instituting proceedings to allow for additional analysis of the proposed rule change’s consistency with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and to protect investors and the public interest, and not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers; 384 and Section 6(b)(8) of the Act, which requires that the rules of a national securities exchange not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.385 Under the Commission’s Rules of Practice, the ‘‘burden to demonstrate that a proposed rule change is consistent with the Exchange Act and the rules and regulations issued thereunder . . . is on the [SRO] that proposed the rule change.’’ 386 The description of a proposed rule change, its purpose and operation, its effect, and a legal analysis of its consistency with applicable requirements must all be sufficiently detailed and specific to support an affirmative Commission finding,387 and any failure of an SRO to provide this information may result in the Commission not having a sufficient basis to make an affirmative finding that a proposed rule change is consistent with the Act and the applicable rules and regulations.388 The Commission is instituting proceedings to allow for additional consideration and comment on the issues raised herein, including as to whether the proposal, as modified by Amendment No. 1, is consistent with the Act. V. Procedure: Request for Written Comments The Commission requests that interested persons provide written submissions of their views, data, and arguments with respect to the issues identified above, as well as any other concerns they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning whether the proposal, as modified by Amendment No. 1, is consistent with Sections 6(b)(1),389 6(b)(5),390 and 6(b)(8) 391 of the Act or any other provision of the Act, or the rules and regulations thereunder. Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to 384 15 U.S.C. 78f(b)(5). U.S.C. 78f(b)(8). 386 17 CFR 201.700(b)(3). 387 See id. 388 See id. 389 15 U.S.C. 78f(b)(1). 390 15 U.S.C. 78f(b)(5). 391 15 U.S.C. 78f(b)(8). 385 15 380 See Letter from Lisa J. Fall, President, BOX Exchange LLC (April 27, 2020) (‘‘BOX Response II’’), at 3. 381 15 U.S.C. 78s(b)(2)(B). 382 Id. 383 15 U.S.C. 78f(b)(1). PO 00000 Frm 00042 Fmt 4701 Sfmt 4703 E:\FR\FM\19AUN2.SGM 19AUN2 Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / Notices Rule 19b–4 under the Act,392 any request for an opportunity to make an oral presentation.393 Interested persons are invited to submit written data, views, and arguments regarding whether the proposal, as modified by Amendment No. 1, should be approved or disapproved by September 9, 2020. Any person who wishes to file a rebuttal to any other person’s submission must file that rebuttal by September 23, 2020. The Commission asks that commenters address the sufficiency of the Exchange’s statements in support of the proposal, which are set forth in Amendment No. 1,394 in addition to any other comments they may wish to submit about the proposed rule change. Comments may be submitted by any of the following methods: 392 17 CFR 240.19b–4. 19(b)(2) of the Act, as amended by the Securities Act Amendments of 1975, Public Law 94–29 (June 4, 1975), grants the Commission flexibility to determine what type of proceeding— either oral or notice and opportunity for written comments—is appropriate for consideration of a particular proposal by a self-regulatory organization. See Securities Act Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 394 See Amendment No. 1, supra note 6. jbell on DSKJLSW7X2PROD with NOTICES2 393 Section VerDate Sep<11>2014 19:52 Aug 18, 2020 Jkt 250001 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– BOX–2020–14 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–BOX–2020–14. 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 PO 00000 Frm 00043 Fmt 4701 Sfmt 9990 51291 public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–BOX–2020–14 and should be submitted by September 9, 2020. Rebuttal comments should be submitted by September 23, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.395 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–17967 Filed 8–18–20; 8:45 am] BILLING CODE 8011–01–P 395 17 E:\FR\FM\19AUN2.SGM CFR 200.30–3(a)(57). 19AUN2

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 85, Number 161 (Wednesday, August 19, 2020)]
[Notices]
[Pages 51250-51291]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-17967]



[[Page 51249]]

Vol. 85

Wednesday,

No. 161

August 19, 2020

Part III





 Securities and Exchange Commission





-----------------------------------------------------------------------





Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing of 
Amendment No. 1 and Order Instituting Proceedings To Determine Whether 
To Approve or Disapprove a Proposed Rule Change, as Modified by 
Amendment No. 1, To Adopt Rules Governing the Trading of Equity 
Securities on the Exchange Through a Facility of the Exchange Known as 
the Boston Security Token Exchange; Notice

Federal Register / Vol. 85, No. 161 / Wednesday, August 19, 2020 / 
Notices

[[Page 51250]]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89536; File No. SR-BOX-2020-14]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
of Amendment No. 1 and Order Instituting Proceedings To Determine 
Whether To Approve or Disapprove a Proposed Rule Change, as Modified by 
Amendment No. 1, To Adopt Rules Governing the Trading of Equity 
Securities on the Exchange Through a Facility of the Exchange Known as 
the Boston Security Token Exchange

August 12, 2020.
    On May 21, 2020, BOX Exchange LLC (``Exchange'' or ``BOX'') filed 
with the Securities and Exchange Commission (``Commission''), pursuant 
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') 
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to adopt rules 
governing the listing and trading of equity securities that would be 
NMS stocks on the Exchange through a facility of the Exchange known as 
the Boston Security Token Exchange LLC (``BSTX''). The proposed rule 
change was published for comment in the Federal Register on June 1, 
2020.\3\ On July 16, 2020, pursuant to Section 19(b)(2) of the Act,\4\ 
the Commission designated a longer period within which to approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\ On July 31, 2020, the Exchange filed Amendment No. 1 to the 
proposed rule change, which replaced and superseded the proposed rule 
change as originally filed.\6\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 88946 (May 26, 
2020), 85 FR 33454 (June 1, 2020) (``Notice''). Comment received on 
the Notice is available on the Commission's website at: https://www.sec.gov/comments/sr-box-2020-14/srbox202014.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 89328 (July 16, 
2020), 85 FR 44338 (July 22, 2020). The Commission designated August 
30, 2020, as the date by which the Commission shall approve or 
disapprove, or institute proceedings to determine whether to 
disapprove, the proposed rule change.
    \6\ In Amendment No. 1, the Exchange revised the proposal to: 
(i) Change the name used to refer to BSTX-listed securities from 
``security tokens'' to ``Securities''; (ii) eliminate the proposed 
requirement for trades on the Exchange to settle one business day 
after the trade date (``T+1''), which is not the settlement cycle 
for NMS stock; (iii) add proposed rule text that the Exchange 
describes as containing measures to ensure the accuracy of end-of-
day security token balance reports; (iv) add proposed rule text 
specifying that the time by which Exchange members must report end-
of-day security token balances to the Exchange will be set forth by 
the Exchange via regulatory circular; (v) provide additional 
description of several aspects of the proposal, including end-of-day 
security token balance reporting and implications of the trading of 
BSTX-listed security tokens on other national securities exchanges 
on the end-of-day reporting process; and (vi) make technical and 
conforming changes. Amendment No. 1 is available on the Commission's 
website at: https://www.sec.gov/comments/sr-box-2020-14/srbox202014-7570237-222233.pdf.
     On July 31, 2020, the Exchange also submitted a letter to the 
Commission requesting that the Commission concur with Exchange's 
conclusion that members that enter orders into BSTX's trading system 
satisfy the conditions of Rule 11a2-2(T) under the Act (17 CFR 
240.11a2-2(T)). See Letter from Lisa Fall, President, BOX, to 
Vanessa Countryman, Secretary, Commission, and Tyler Raimo, 
Assistant Director, Division of Trading and Markets, Commission 
dated January 31, 2020, available at https://www.sec.gov/comments/sr-box-2020-14/srbox202014-7506169-221931.pdf.
---------------------------------------------------------------------------

    In Amendment No. 1 to the proposed rule change, the Exchange states 
that the proposed rule change was previously filed with the Commission 
as SR-BOX-2019-19, which the Exchange amended twice, and that the 
current proposed rule change, SR-BOX-2020-14, is ``substantively 
identical'' to previously-filed proposed rule change, SR-BOX-2019-19, 
as modified by Amendment No. 2 thereto.\7\ SR-BOX-2019-19, as modified 
by Amendment 2 thereto, was published for comment in the Federal 
Register on March 6, 2020.\8\ The Commission received comments on the 
substance of SR-BOX-2019-19, as well as responses submitted by BOX.\9\ 
BOX withdrew proposed rule change SR-BOX-2019-19 on May 12, 2020.\10\ 
As applicable and discussed below, the Commission will consider 
comments submitted on SR-BOX-2019-19 and SR-BOX-2020-14 in its review 
of SR-BOX-2020-14.
---------------------------------------------------------------------------

    \7\ See Amendment No. 1, supra note 6, at 5, n.3.
    \8\ See Securities Exchange Act Release No. 88300 (February 28, 
2020), 85 FR 13242 (March 6, 2020) (Notice of Filing of Amendment 
No. 2 to Proposed Rule Change). See also Securities Exchange Act 
Release Nos. 87287 (October 11, 2019), 84 FR 56022 (October 18, 
2019) (Notice of Filing of Proposed Rule Change) (noticing SR-BOX-
2019-19 as originally filed); and 88002 (January 16, 2020), 85 FR 
4040 (January 23, 2020) (Notice of Filing of Amendment No. 1 and 
Order Instituting Proceedings) (noticing Amendment No. 1 to SR-BOX-
2019-19 and instituting proceedings to determine whether to 
disapprove the proposed rule change as modified by Amendment No. 1). 
The only differences between SR-BOX-2019-19, as modified by 
Amendment No. 2, and SR-BOX-2020-14 relate to: Removal of references 
to Amendment No. 2; modification of a reference to Exhibit 5 to the 
filing; modification of the description of BSTX ownership interests 
to reflect the addition of a small percentage (less than 10%) of 
non-voting economic interest-holders; updating a reference to a 
related filing (SR-BOX-2019-37, which was also withdrawn and refiled 
as SR-BOX-2020-16); corrections to citations; and grammatical 
corrections.
    \9\ Comments on SR-BOX-2019-19 can be found at: https://www.sec.gov/comments/sr-box-2019-19/srbox201919.htm. These comments 
also include response letters from the Exchange.
    \10\ See Securities Exchange Act Release No. 89018 (June 4, 
2020), 85 FR 35458 (June 10, 2020) (Notice of Withdrawal of a 
Proposed Rule Change).
---------------------------------------------------------------------------

    The Commission is publishing this notice and order to solicit 
comments on the proposed rule change, as modified by Amendment No. 1, 
from interested persons and to institute proceedings pursuant to 
Section 19(b)(2)(B) of the Act \11\ to determine whether to approve or 
disapprove the proposed rule change, as modified by Amendment No. 1.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

I. The Exchange's Description of the Proposed Rule Change, as Modified 
by Amendment No. 1

    Pursuant to the provisions of Section 19(b)(1) of the Securities 
Exchange Act of 1934 as amended (``Exchange Act''),\12\ BOX Exchange 
LLC (``BOX or the ``Exchange'') is filing with the Securities and 
Exchange Commission (``SEC'' or ``Commission'') a proposed rule change 
to adopt rules to govern the trading of equity securities on the 
Exchange through a facility of the Exchange known as Boston Security 
Token Exchange LLC (``BSTX''). As described more fully below, BSTX 
would operate a fully automated, price/time priority execution system 
for the trading of ``Securities,'' which would be equity securities 
that meet BSTX listing standards and for which ancillary records of 
ownership would be able to be created and maintained using distributed 
ledger (or ``blockchain'') technology. The proposed additions to the 
Exchange's Rules setting forth new Rule Series 17000-28000 are included 
as Exhibit 5A. All text set forth in Exhibit 5A would be added to the 
Exchange's rules and therefore underlining of the text is omitted to 
improve readability. Forms proposed to be used in connection with the 
proposed rule change, such as the application to become a BSTX 
Participant, are included as Exhibits 3A through 3N.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

    In addition, the Exchange proposes to make certain amendments to 
several existing BOX Rules to facilitate trading on BSTX. The proposed 
changes to the existing BOX Rules would not change the core purpose of 
the subject Rules or the functionality of other BOX trading systems and 
facilities. Specifically, the Exchange is seeking to amend BOX Rules 
100, 2020, 2060, 3180, 7130, 7150, 7230, 7245, IM-8050-3, 11010, 11030, 
12030, and 12140. These proposed changes are set forth in Exhibit 5B. 
Material proposed to be added to the Rule as currently in effect is 
underlined

[[Page 51251]]

and material proposed to be deleted is bracketed.
    All capitalized terms not defined herein have the same meaning as 
set forth in the Exchange's Rules.\13\
---------------------------------------------------------------------------

    \13\ The Exchange's Rules can be found on the Exchange's public 
website: https://boxoptions.com/regulatory/rulebook-filings/.
---------------------------------------------------------------------------

    The text of the proposed rule change is available from the 
principal office of the Exchange, at the Commission's Public Reference 
Room and also on the Exchange's internet website at https://
https://boxoptions.com">boxoptions.com.

II. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in Sections A, B, and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is proposing to adopt a series of rules to govern the 
trading of equity securities through a facility of the Exchange known 
as BSTX and make certain amendments to the existing BOX rules to 
facilitate trading on BSTX.\14\ As described more fully below, BSTX 
would operate a fully automated, price/time priority execution system 
(``BSTX System'') for the trading of securities that will be considered 
``Securities'' under the proposed rules. The ``Securities'' \15\ under 
the proposed rules would be equity securities that meet BSTX listing 
standards, and that trade on the BSTX System, and for which ancillary 
records of ownership would be able to be created and maintained using 
distributed ledger technology. These ancillary records of ownership 
that would be maintained using distributed ledger technology would not 
be official records of Security ownership. Instead, as described 
further herein, such records would be ancillary records that would 
reflect certain end-of-day Security position balance information as 
reported by market participants. All BOX Participants would be eligible 
to participate in BSTX provided that they become a BSTX Participant 
pursuant to the proposed rules. Under the proposed rules, BSTX would 
serve as the listing market for eligible companies that wish to issue 
their registered securities as Securities. Securities would trade as 
NMS stock.\16\ The Exchange is not proposing rules that would support 
its extension of unlisted trading privileges to other NMS stock, and 
accordingly the Exchange does not intend to extend any such unlisted 
trading privileges in connection with this proposal. The Exchange would 
therefore only trade Securities listed on BSTX unless and until it 
proposes and receives Commission approval for rules that would support 
trading in other types of securities, including through any extension 
of unlisted trading privileges to other NMS stock. A guide to the 
structure of the proposed rule change is described immediately below.
---------------------------------------------------------------------------

    \14\ The Exchange notes that the proposed rule change was 
previously filed with the Commission as SR-BOX-2019-19, Exchange Act 
Release No. 87287 (Oct. 11, 2019), 84 FR 56002 (October 18, 2019) 
and was amended twice. See Exchange Act Release No. 88634 (Apr. 14, 
2020), 85 FR 21906 (Apr. 20, 2020). This proposal (SR-BOX-2020-14) 
is substantively identical to SR-BOX-2019-19, as amended. The 
Exchange proposes an amendment to SR-BOX-2020-14 to address certain 
additional comments received from Commission staff as well as to 
address the comment letter received on the proposal. See Letter from 
Ellen Greene, Managing Director, Equities & Options Market 
Structure, Securities Industry and Financial Markets Association 
(``SIFMA'') and Thomas F. Price, Managing Director Operations, 
Technology, Cyber & BCP, SIFMA, to Vanessa Countryman, Secretary, 
Commission (June 23, 2020) (``SIFMA June Letter''), https://www.sec.gov/comments/sr-box-2020-14/srbox202014-7340739-218667.pdf. 
The primary changes to the proposal set forth in this amendment are 
to: (i) Eliminate the proposed use of T+1 as the standard settlement 
cycle for trades occurring on BSTX, meaning that trades will now 
settle ``regular way'' on a T+2 basis; (ii) provide additional 
clarifying guidance with respect to certain aspects of the proposal; 
and (3) change the name of BSTX-listed securities from ``security 
tokens'' to ``Securities.''
    \15\ As discussed further below, BSTX proposes to use the term 
``Security'' to refer to BSTX-listed securities to distinguish them 
from other securities that are not designed to use blockchain 
technology as an ancillary recordkeeping mechanism. Given that an 
investor seeking to obtain a Security would go through the normal 
channels of investing as he would for other NMS stock (e.g., through 
his or her broker) rather than the process for obtaining a 
blockchain-native asset by accessing a cryptocurrency exchange and/
or a hardware wallet, there appears to be little opportunity for 
confusion. Even if some form of confusion occurred regarding whether 
an asset was an uncertificated security held at DTC versus a 
blockchain-native asset, such confusion would not be meaningful 
since an investor would receive equity rights in the listing company 
in either case.
    \16\ 17 CFR 242.600(b)(48).
---------------------------------------------------------------------------

I. Guide to the Scope of the Proposed Rule Change
    The proposal for trading of securities that will be ``Securities'' 
(under the BSTX Rules, as defined below) through BSTX generally 
involves changes to existing BOX Rules and new BOX Rules pertaining 
specifically to BSTX (``BSTX Rules''). In addition, BSTX corporate 
governance documents as well as certain discrete changes to existing 
BOX corporate governance documents are necessary, which the Exchange 
has submitted to the Commission through separate proposed rule changes. 
To support the trading of Securities through BSTX, certain conforming 
changes are proposed to existing BOX Rules and entirely new BSTX Rules 
are also proposed as Rule Series 17000 through 28000.\17\ Each of those 
new Rule Series and the provisions thereunder are described in greater 
detail below. Where the BSTX Rules are based on existing rules of 
another national securities exchange, the source rule from the relevant 
exchange is noted along with a discussion of notable differences 
between the source rule and the proposed BSTX Rule. The proposed BSTX 
Rules are addressed in Part III below and they generally cover the 
following areas:
---------------------------------------------------------------------------

    \17\ The proposed changes to BOX Rules and the proposed BSTX 
Rules are attached as Exhibits 5B and 5A, respectively.

 Section 17000--General Provisions of BSTX;
 Section 18000--Participation on BSTX;
 Section 19000--Business Conduct for BSTX Participants;
 Section 20000--Financial and Operational Rules for BSTX 
Participants;
 Section 21000--Supervision;
 Section 22000--Miscellaneous Provisions;
 Section 23000--Trading Practice Rules;
 Section 24000--Discipline and Summary Suspension;
 Section 25000--Trading Rules;
 Section 25200--Market Making on BSTX;
 Section 26000--BSTX Listing Rules;
 Section 27000--Suspension and Delisting;
 Section 27100--Guide to Filing Requirements;
 Section 27200--Procedures for Review of Exchange Listing 
Determinations; and
 Section 28000--Dues, Fees, Assessments and Other Charges.
II. Overview of BSTX and Considerations Related to the Listing, Trading 
and Clearance and Settlement of Securities
A. The Joint Venture and Ownership of BSTX
    On June 19, 2018, t0.com Inc. (``tZERO'') and BOX Digital Markets

[[Page 51252]]

LLC (``BOX Digital'') announced a joint venture to facilitate the 
trading of Securities on the Exchange.\18\ As part of the joint 
venture, BOX Digital, which is a subsidiary of BOX Holdings Group LLC, 
and tZERO each own 50% of the voting class of equity and over 45% 
economic interest of BSTX LLC. Pursuant to the BSTX LLC Agreement, BOX 
Digital and tZERO will perform certain specified functions with respect 
to the operation of BSTX. As noted, these details, as well as the 
proposed governance structure of the joint venture and accompanying 
changes to the Exchange's current governance documents and bylaws, will 
be the subject of a separate proposed rule change that the Exchange 
plans to submit to the Commission.
---------------------------------------------------------------------------

    \18\ See tZERO and BOX Digital Markets Sign Deal to Create Joint 
Venture, Business Wire (June 19, 2018), available at https://www.businesswire.com/news/home/20180619005897/en/tZERO-BOX-Digital-Markets-Sign-Deal-Create.
---------------------------------------------------------------------------

B. BSTX Is a Facility of BOX That Would Support Trading in the New 
Asset Class of Securities for BOX
    BSTX would operate as a facility \19\ of BOX, which is a national 
securities exchange registered with the SEC. As a facility of BOX, 
BSTX's operations would be subject to applicable requirements in 
Sections 6 and 19 of the Exchange Act, among other applicable rules and 
regulations.\20\ Currently, BOX functions as an exchange only for 
standardized options. While BSTX may eventually support a wider variety 
of securities, subject to Commission approval, at the time that BSTX 
commences operations it would only support trading in Securities that 
are equity securities. Accordingly, this represents a new asset class 
for BOX, and this proposal sets forth the changes and additions to the 
Exchange's rules to support the trading of equity securities as 
Securities on BSTX.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78c(a)(2). Section 3(a)(2) of the Exchange Act, 
provides that ``the term `facility' when used with respect to an 
exchange includes its premises, tangible or intangible property 
whether on the premises or not, any right to the use of such 
premises or property or any service thereof for the purpose of 
effecting or reporting a transaction on an exchange (including, 
among other things, any system of communication to or from the 
exchange, by ticker or otherwise, maintained by or with the consent 
of the exchange), and any right of the exchange to the use of any 
property or service.'' Because BSTX will share certain systems of 
the Exchange, BSTX is a facility of the Exchange.
    \20\ 15 U.S.C. 78f; 15 U.S.C. 78s.
---------------------------------------------------------------------------

    The Exchange proposes to use the term ``Security'' \21\ to describe 
the BSTX-listed securities that would use blockchain technology as an 
ancillary recordkeeping mechanism, as described in further detail 
below. However, ownership of securities that are Securities under the 
BSTX rules would still be able to be transferred without regard to the 
blockchain-based ancillary recordkeeping functionality (as also 
described further below). Notwithstanding this, the Exchange believes 
that it is appropriate to use the term ``Securities'' to distinguish 
them from other securities for which there is no related legal and 
regulatory structure that is designed to use blockchain technology as 
an ancillary recordkeeping mechanism and as a way of indicating the 
additional proposed obligations of BSTX Participants trading Securities 
to obtain a wallet address and report end-of-day Security balances to 
BSTX.\22\ The legal significance, therefore, of a ``Security'' is that 
it will be an equity security that is approved for listing on BSTX, and 
that trades on the BSTX System, and for which BSTX Participants are 
therefore required under BSTX Rule 17020 to obtain a whitelisted wallet 
address and report certain end-of-day Security position balance 
information to BSTX. A security that is offered by an issuer with the 
intent of it becoming listed on BSTX would therefore not become a 
``Security'' under the proposed BSTX Rules unless and until it actually 
does become listed on BSTX and trades on the BSTX System. The Exchange 
believes that the obligations on a BSTX Participant under the proposal 
to obtain a wallet address and to report certain end-of-day Security 
position balance information to BSTX are the only legal rights or 
obligations associated with Securities that would differ from how NMS 
stock is generally traded by market participants today.\23\
---------------------------------------------------------------------------

    \21\ The Exchange proposes to define the term ``Security'' to 
mean NMS stock, as defined in Rule 600(b)(47) of the Exchange Act, 
trading on the BSTX System and for which ancillary Ethereum 
blockchain records are maintained under the BSTX Rules. See proposed 
Rule 17000(a)(30).
    \22\ See Part II, Sections G and J for further description of 
these obligations.
    \23\ The Exchange notes that its proposed Rule 17000(a)(30) 
defines ``Security'' to mean an ``NMS stock, as defined in Rule 
600(b)(47) of the Exchange Act, trading on the BSTX System and for 
which ancillary Ethereum blockchain records are maintained . . .''
---------------------------------------------------------------------------

C. Securities Would Be NMS Stocks
    The Securities would qualify as NMS stocks pursuant to Regulation 
NMS,\24\ which defines the term ``NMS security'' in relevant part to 
mean ``any security or class of securities for which transaction 
reports are collected, processed and made available pursuant to an 
effective transaction reporting plan. . . .'' \25\ The Exchange plans 
to join existing transaction reporting plans, as discussed in Part VIII 
below, for the purposes of Security quotation and transaction 
reporting.\26\ The term ``NMS stock'' means ``any NMS security other 
than an option'' \27\ and therefore Securities traded on BSTX that 
represent equity securities will be classified as NMS stock.
---------------------------------------------------------------------------

    \24\ 17 CFR 242.600 through 613.
    \25\ 17 CFR 242.600(b)(47).
    \26\ 17 CFR 242.601(a)(1). The Rule states in relevant part that 
``every national securities exchange shall file [with the SEC] a 
transaction reporting plan regarding transactions in listed equity 
and Nasdaq securities executed through its facilities . . . .''
    \27\ 17 CFR 242.600(b)(47).
---------------------------------------------------------------------------

    Securities would meet the definition of NMS stocks and would trade, 
clear, and settle in the same manner as all other NMS stocks traded 
today. The Exchange will also collect ancillary records related to 
Securities, as discussed herein. In this way, Securities are entirely 
compatible with the existing NMS structure, with one additional 
reporting and recordkeeping component specific to BSTX 
Participants.\28\ As described in further detail below, the ancillary 
recordkeeping process would in no way modify or alter market 
participants' obligations under Regulation NMS.
---------------------------------------------------------------------------

    \28\ The SIFMA June Letter stated primarily that SIFMA believed 
that the Exchange had not fully addressed the concerns SIFMA raised 
in an earlier comment submitted to SR-BOX-2019-19 in April 2020, 
though SIFMA only noted a single specific example regarding the 
proposed use of T+1 settlement rather than T+2 settlement. See 
Letter from Ellen Greene, Managing Director, Equities & Options 
Market Structure, SIFMA and Thomas F. Price, Managing Director 
Operations, Technology, Cyber & BCP, SIFMA, to Vanessa Countryman, 
Secretary, Commission, re: SR-BOX-2019-19 (Apr. 22, 2020) (``SIFMA 
April Letter'') https://www.sec.gov/comments/sr-box-2019-19/srbox201919-7105488-215831.pdf. The Exchange responded to the SIFMA 
April Letter on April 27, 2020. See Letter from Lisa Fall, 
president, BOX Exchange LLC to Vanessa Countryman, Secretary, 
Commission re: SR-BOX-2019-19 (Apr. 27, 2020), https://www.sec.gov/comments/sr-box-2019-19/srbox201919-7105488-215831.pdf. The Exchange 
proposes to eliminate T+1 settlement in this amendment and instead 
expects that trades would clear through NSCC using T+2 settlement as 
is the case today on the other equities exchanges for confirmed 
trades in NMS stock. The Exchange has endeavored to address other 
concerns raised in the SIFMA April Letter through this amendment 1.
---------------------------------------------------------------------------

D. BSTX Would Support Trading of Registered Securities
    All Securities traded on BSTX would generally be required to be 
registered with the Commission under both Section 12 of the Exchange 
Act \29\ and Section 6 of the Securities Act of 1933 (``Securities 
Act'').\30\ BSTX would not support trading of Securities offered under 
an exemption from registration for public offerings, with the exception 
of certain offerings under Regulation A

[[Page 51253]]

that meet the proposed BSTX listing standards.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78l.
    \30\ 15 U.S.C. 77f.
---------------------------------------------------------------------------

E. Clearance and Settlement of Securities
    BSTX would maintain certain rules, as described below, to address 
custody, clearance and settlement in connection with Securities. All 
transactions in Securities would clear and settle in accordance with 
the rules, policies and procedures of registered clearing agencies. 
Specifically, BSTX anticipates that at the time it commences 
operations, Securities that are listed and traded on BSTX would be 
securities that have been made eligible for services by The Depository 
Trust Company (``DTC'') and that DTC would serve as the securities 
depository \31\ for such Securities. It is also expected that confirmed 
trades in Securities on BSTX would be transmitted to National 
Securities Clearing Corporation (``NSCC'') for clearing such that NSCC 
would clear the trades through its systems to produce settlement 
obligations that would be due for settlement between participants at 
DTC. BSTX believes that this custody, clearance and settlement 
structure is the same general structure that exists today for other 
exchange traded equity securities. Importantly, for purposes of NSCC's 
clearing activities and DTC's settlement activities in respect of the 
Securities, the relevant securities will be cleared and settled by NSCC 
and DTC in exactly the same manner as those activities are performed by 
NSCC and DTC currently regarding a class of NMS Stock.\32\ This is 
because the ancillary recordkeeping process that will be implemented 
through the operation of the proposed BSTX Rules will occur separate 
and apart from the clearance and settlement process and the security 
itself will not exist in tokenized form. Rather, the security will be 
an ordinary equity security for NSCC's and DTC's purposes. The 
tokenized feature in connection with the security that will be 
implemented through the operation of BSTX's Rules is that there will 
also be a separate, ancillary recordkeeping process that will use 
distributed ledger technology to record BSTX Participant end-of-day 
position balance information for the relevant security.
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78c(a)(23)(A). Section 3(a)(23)(A) of the 
Exchange Act defines the term ``clearing agency'' to include ``any 
person, such as a securities depository, who (i) acts as a custodian 
of securities in connection with a system for the handling of 
securities whereby all securities of a particular class or series of 
any issuer deposited within the system are treated as fungible and 
may be transferred, loaned, or pledged by bookkeeping entry without 
physical delivery of securities certificates, or (ii) otherwise 
permits or facilitates the settlement of securities transactions or 
the hypothecation or lending of securities without physical delivery 
of securities certificates.''
    \32\ In the SIFMA April Comment Letter, the Exchange believes 
SIFMA mischaracterized the Proposal as ``encouraging the adoption of 
[distributed ledger] technology with the likely eventual goal of 
having it become a system for tracking equity security ownership 
outside of the current system maintained by DTC and broker-
dealers.'' SIFMA April Comment Letter at 3. This comment is 
unfounded and without merit. The proposal is bounded by its terms 
and is designed to operate entirely within the existing equity 
market structure--including its requirements for clearance through 
NSCC and settlement through DTC. It is precisely because the 
Exchange is sensitive to market participants' concerns related to 
the introduction and use of new technology that it has proposed a 
use of blockchain that is consistent with existing market 
infrastructure and regulation. Any future changes to this model 
would be subject to the Commission's rule filing process under 
Section 19 of the Exchange Act and public notice and comment. The 
Exchange further believes as a general matter that it is incorrect 
to dismiss any possible application of new technology simply because 
it has the potential to disrupt current ways of operating in the 
future. Similar claims were voiced with the introduction of computer 
technology to trading during the shift away from manual markets to 
toward electronic markets.
---------------------------------------------------------------------------

1. Issuance of Equity Securities Eligible To Become a Security
    With the exception of certain offerings under Regulation A that 
meet the proposed BSTX listing standards, all Securities traded on BSTX 
will have been offered and sold in registered offerings under the 
Securities Act, which means that purchasers of the Securities will 
benefit from all of the protections of registration. The Division of 
Corporation Finance will need to make a public interest finding in 
order to accelerate the effectiveness of the registration statements 
for these offerings. Because BSTX is a facility of a national 
securities exchange, all Securities will be registered under Section 
12(b) of the Exchange Act, thereby subjecting all of these issuers to 
the reporting regime in Section 13(a) of the Exchange Act.
    All offerings of securities that are intended to be listed as 
Securities on BSTX will be conducted in the same general manner in 
which offerings of exchange-listed equity securities are conducted 
today under the federal securities laws. An issuer will enter into a 
firm commitment or best efforts underwriting agreement with a sole 
underwriter or underwriting syndicate; the underwriter(s) will market 
the securities and distribute them to purchasers; and secondary trading 
in the securities (that are intended to trade on BSTX as Securities) 
will thereafter commence on BSTX. The ancillary recordkeeping function 
associated with the Security will not commence until the conclusion of 
the first day of the Security's secondary trading on BSTX pursuant to 
proposed BSTX Rule 17020.\33\
---------------------------------------------------------------------------

    \33\ Although the smart contract that would be used to carry out 
the ancillary recordkeeping function related to the security would 
need to be built by or at the direction of the issuer prior to the 
commencement of the security's trading on BSTX, the corresponding 
smart contract would effectively remain dormant until the ancillary 
recordkeeping process contemplated under the proposed BSTX Rules is 
activated due to trading on the BSTX System in that Security.
---------------------------------------------------------------------------

    Issuers on BSTX could include both (1) new issuers who do not 
currently have any class of securities registered on a national 
securities exchange, and (2) issuers who currently have securities 
registered on a national securities exchange and who are seeking 
registration of a separate class of equity securities for listing on 
BSTX. BSTX does not intend for Securities listed, or intended to be 
listed, on BSTX to be fungible with any other class of securities from 
the same issuer.\34\ If an issuer sought to list securities on BSTX 
that are not a separate class of an issuer's securities, BSTX does not 
intend to approve such a class of security for listing on BSTX, 
pursuant to BSTX's authority under BSTX Rule 26101. At the commencement 
of BSTX's operations, only equity securities would be eligible for 
listing as Securities. This would be addressed by BSTX Rules 26102 
(Equity Issues), 26103 (Preferred Securities) and 26105 (Warrant 
Securities), which would be part of BSTX's listing rules and would 
contemplate that only those specified types of equity securities would 
be eligible for listing.
---------------------------------------------------------------------------

    \34\ BSTX notes that market participants, including SIFMA, have 
asked why Securities listed on BSTX would not be fungible with 
another class of securities from the same issuer and what the 
implications of this might be. The Exchange notes that Securities 
would not be fungible with another class of securities of the same 
issuer because no class of an issuer's securities is fungible with a 
separate class of its securities--otherwise they would be the same 
class of security. Nothing herein proposes any change to existing 
framework for different classes of securities.
---------------------------------------------------------------------------

2. Securities Depository Eligibility
    BSTX would maintain rules that would promote a structure in which 
Securities would be held in ``street name'' with DTC.\35\ BSTX Rule 
26136

[[Page 51254]]

would require that for an equity security to be eligible to be a 
Security BSTX must have received a representation from the issuer that 
a CUSIP number that identifies the security is included in a file of 
eligible issues maintained by a securities depository that is 
registered with the SEC as a clearing agency. This is based on rules 
that are currently maintained by other equities exchanges.\36\ In 
practice, BSTX Rule 26136 requires the Security to have a CUSIP number 
that is included in a file of eligible securities that is maintained by 
DTC because the Exchange believes that DTC currently is the only 
clearing agency registered with the SEC that provides securities 
depository services.\37\
---------------------------------------------------------------------------

    \35\ The term ``street name'' refers to a securities holding 
structure in which DTC, through its nominee Cede & Co., would be the 
registered holder of the securities and, in turn, DTC would grant 
security entitlements in such securities to relevant accounts of its 
participants. Proposed BSTX Rule 26135 would also provide, with 
certain exceptions, that securities listed on BSTX must be eligible 
for a direct registration program operated by a clearing agency 
registered under Section 17A of the Exchange Act. DTC operates the 
only such program today, known as the Direct Registration System, 
which permits an investor to hold a security as the registered owner 
in electronic form on the books of the issuer.
    \36\ Proposed BSTX Rule 26136 is based on current NYSE Rule 777.
    \37\ See Exchange Act Release No. 78963 (September 28, 2016), 81 
FR 70744, 70748 (October 13, 2016) (footnote 46 and the accompanying 
text acknowledge that DTC is the only registered clearing agency 
that provides securities depository services for the U.S. securities 
markets).
---------------------------------------------------------------------------

3. Book-Entry Settlement at a Securities Depository
    BSTX would also maintain Proposed BSTX Rule 26137 regarding uniform 
book-entry settlement. The rule would require each BSTX Participant to 
use the facilities of a securities depository for the book-entry 
settlement of all transactions in depository eligible securities with 
another BSTX Participant or a member of a national securities exchange 
that is not BSTX or a member of a national securities association.\38\ 
Proposed BSTX Rule 26137 is based on the depository eligibility rules 
of other equities exchanges and Financial Industry Regulatory Authority 
(``FINRA'').\39\ Those rules were first adopted as part of a 
coordinated industry effort in 1995 to promote book-entry settlement 
for the vast majority of initial public offerings and ``thereby reduce 
settlement risk'' in the U.S. national market system.\40\
---------------------------------------------------------------------------

    \38\ FINRA is currently the only national securities association 
registered with the SEC.
    \39\ See e.g., FINRA Rule 11310. Book-Entry Settlement and NYSE 
Rule 776. Book-Entry Settlement of Transactions.
    \40\ These coordinated depository eligibility rules resulted 
from proposed listing rules amendments developed by the Legal and 
Regulatory Subgroup of the U.S. Working Committee, Group of Thirty 
Clearance and Settlement Project. See Securities Exchange Act 
Release Nos 35774 (May 26, 1995) (SR-NASD-95-24), 60 FR 28813 (June 
2, 1995); 35773 (May 26, 1995), 60 FR 28817 (June 2, 1995) (SR-NYSE-
95-19).
---------------------------------------------------------------------------

4. Participation in a Registered Clearing Agency That Uses a Continuous 
Net Settlement System
    Under proposed BSTX Rule 25140, each BSTX Participant would be 
required to either (i) be a member of a registered clearing agency that 
uses a continuous net settlement (``CNS'') system, or (ii) clear 
transactions executed on BSTX through a member of such a registered 
clearing agency. The Exchange believes that today NSCC is the only 
registered clearing agency that uses a CNS system to clear equity 
securities, and proposed BSTX Rule 25140 further specifies that BSTX 
will maintain connectivity and access to the Universal Trade Capture 
system of NSCC to transmit confirmed trade details to NSCC regarding 
trades executed on BSTX. The proposed rule would also address the 
following: (i) A requirement that each Security transaction executed 
through BSTX must be executed on a locked-in basis for automatic 
clearance and settlement processing; (ii) the circumstances under which 
the identity of contra parties to a Security transaction that is 
executed through BSTX would be required to remain anonymous or may be 
revealed; and (iii) certain circumstances under which a Security 
transaction may be cleared through arrangements with a member of a 
foreign clearing agency. Proposed BSTX Rule 25140 is based on a 
substantially identical rule of the Investor's Exchange, LLC (``IEX''), 
which, in turn, is consistent with the rules of other equities 
exchanges.\41\
---------------------------------------------------------------------------

    \41\ See IEX Rule 11.250 (Clearance and Settlement; Anonymity), 
which was approved by the Commission in 2016 as part of its approval 
of IEX's application for registration as a national securities 
exchange. Exchange Act Release No. 78101 (June 17, 2016); 81 FR 
41142 (June 23, 2016); see also Cboe BZX Rule 11.14 (Clearance and 
Settlement; Anonymity).
---------------------------------------------------------------------------

    BSTX believes that the operation of its depository eligibility rule 
and its book-entry services rule would promote a framework in which 
Securities that would be eligible to be listed and traded on BSTX would 
be equity securities that have been made eligible for services by a 
registered clearing agency that operates as a securities depository and 
that are settled through the facilities of the securities depository by 
book-entry. The Exchange believes that because DTC currently is the 
only clearing agency registered with the SEC that provides securities 
depository services, at the commencement of BSTX's operations, 
Securities would be securities that have been made eligible for 
services by DTC, including book-entry settlement services.
5. Settlement Cycle
    Proposed BSTX Rule 25100(d) would address settlement cycle 
considerations regarding trades in Securities. Security trades that 
result from orders matched against the electronic order book of BSTX 
would be required to clear and settle pursuant to the rules, policies 
and procedures of a registered clearing agency. As noted above in 
connection with the description of proposed BSTX Rule 25140, the 
Exchange expects that at the commencement of operations by BSTX it 
would transmit confirmed trade details to NSCC regarding Security 
trades that occur on BSTX and that NSCC would be the registered 
clearing agency that clears Security trades. The Exchange expects that 
such trades would be cleared through NSCC using a T+2 settlement cycle, 
as is the case today for all other exchanges that facilitate trading in 
NMS stock.
F. Compatibility With the BSTX Protocol for BSTX-Listed Securities To 
Facilitate Ancillary Recordkeeping
    BSTX would maintain listing standards that would enable Securities 
to have an ancillary record of ownership recorded on the Ethereum 
blockchain using a protocol standard determined by BSTX (the ``BSTX 
Protocol'' or the ``Protocol'').\42\ In this way, the Ethereum 
blockchain would serve as a complementary recordkeeping mechanism to 
official records of Security ownership maintained by market 
participants.\43\
---------------------------------------------------------------------------

    \42\ While BSTX initially intends to support only the trading of 
eligible Securities that are compatible with the Ethereum public 
blockchain, BSTX may support assets compatible with other 
blockchains that support smart contract functionality in the future.
    \43\ In the SIFMA April Letter, SIFMA stated that it believes 
that the proposed use of blockchain by the Exchange constitutes 
``novel equity market structure issues'' that should be addressed by 
the Commission into a concept release. SIFMA April Letter at 4. The 
Exchange disagrees. The proposal would not introduce any novel 
equity market structure issues that would impact trading, clearance 
or settlement, and the proposed, limited used of blockchain 
technology is entirely separate from these processes and applicable 
only to BSTX Participants. The Exchange believes it is important for 
exchanges to have the ability make changes to their rules that 
incorporate new features, including uses of new technology that have 
no impact on the existing equities market infrastructure, without 
necessitating a market-wide referendum.
---------------------------------------------------------------------------

1. Background on Blockchain Technology
    In general, a blockchain is an open, decentralized ledger that can 
maintain digital records of assets and transactions that are accessible 
to anyone running the same protocol.\44\ The blockchain's

[[Page 51255]]

central function is to encode transitions or changes to the ledger, 
such as the movement of an asset from one person to another person. 
Whenever one change to the blockchain ledger occurs to record a state 
transition, the entire blockchain is immutably changed to reflect the 
state transition. The purpose of requiring Securities to adopt the BSTX 
Protocol is to enable Security ownership to be recorded as a tokenized 
asset on the public Ethereum blockchain as an ancillary recordkeeping 
mechanism and to ensure uniformity among Securities rather than 
permitting each Security to have its own unique specifications that 
might complicate updates to the blockchain and add unnecessary 
complexity.
---------------------------------------------------------------------------

    \44\ A ``protocol'' for this purpose is a set of rules governing 
the format of messages that are exchanged between the participants.
---------------------------------------------------------------------------

2. Background on the Ethereum Blockchain
    The Ethereum blockchain is an open-source, public blockchain that 
operates as a computing platform and operating system that supports 
smart contract functionality.\45\ Smart contracts are computer 
protocols designed to digitally facilitate, verify, and enforce the 
performance of a contract. Ethereum-based smart contracts are executed 
on the Ethereum Virtual Machine, which can be thought of as a global 
computer network upon which the smart contracts run. Ether is the 
digital currency used to pay fees associated with operating smart 
contracts (known as ``gas'') on the Ethereum networks. This is because 
there are costs involved in performing the computations necessary to 
execute a smart contract and to record any state transitions onto the 
Ethereum blockchain.\46\ Thus, moving tokenized assets from one address 
to another address (i.e., a state transition) requires some amount of 
Ether to pay the fee (i.e., ``gas'') associated with recording the 
movement of tokenized assets to the Ethereum blockchain. Parties to a 
transaction in Ethereum-based smart contracts can determine what those 
gas costs are depending on how quickly they would like the transaction 
to be reflected on the Ethereum blockchain.
---------------------------------------------------------------------------

    \45\ See Ethereum White Paper (last updated Aug. 1, 2018) 
available at https://github.com/ethereum/wiki/wiki/White-Paper.
    \46\ See What Is Gas, MyEtherWallet (2018) available at https://kb.myetherwallet.com/posts/transactions/what-is-gas/.
---------------------------------------------------------------------------

3. Background on Smart Contracts
    The term ``smart contract'' is commonly used to describe computer-
coded functions in connection with the Ethereum blockchain. An Ethereum 
smart contract is neither ``smart'' nor a legal contract in the 
traditional sense. Smart contracts in this context refer to immutable 
\47\ computer programs that run deterministically \48\ in the context 
of the Ethereum Virtual Machine. Smart contracts operate within a very 
limited execution context. They can access their own state, the context 
of the transaction that called them, and some information about the 
most recent blocks (i.e., the most recent recording of transactions and 
other events recorded to the Ethereum blockchain).
---------------------------------------------------------------------------

    \47\ Smart contracts are immutable in that, once deployed, the 
code of a smart contract cannot change. Unlike with traditional 
software, the only way to modify a smart contract is to deploy a new 
instance.
    \48\ Deterministic in this context means that the outcome of the 
execution of a smart contract is the same for everyone who runs it, 
given the context of the transaction that initiated its execution.
---------------------------------------------------------------------------

    In the context of tokens representing Securities, smart contracts 
generally may have three components: (i) Functions, (ii) 
configurations; (iii) and events.\49\ Functions describe the basic 
operations of a smart contract, such as the ability to query a 
particular address to determine the quantity of tokenized assets that 
belong to that address.\50\ Configurations are attributes of a smart 
contract that are typically set at the launch of a smart contract, such 
as designating the name of the smart contract (e.g., as XYZ Security). 
Events describe the functions of a smart contract that, when executed, 
result in a log or record being recorded to the Ethereum blockchain, 
such as the transfer of tokenized assets from one address to another. 
Not all functions of a smart contract result in a log or record being 
recorded to the Ethereum blockchain. Smart contracts only run if they 
are called by a transaction.\51\
---------------------------------------------------------------------------

    \49\ However, a smart contract need not necessarily have each of 
these components. Some smart contracts may simply be used to support 
the functioning of other smart contracts and may not itself result 
in events being recorded to the Ethereum blockchain.
    \50\ An ``address'' in this context refers to a number that is 
associated with a particular market participant within the smart 
contract that can be updated to reflect changes in ownership of 
tokenized assets.
    \51\ The term ``transaction'' in this context refer not to an 
actual execution or transaction occurring on BSTX or in the 
marketplace, but rather to an operation triggering a smart contract 
to carry out its specified function, which must ultimately originate 
from a human source.
---------------------------------------------------------------------------

    Smart contracts can call another smart contract, which can call 
another contract, and so on. Smart contracts never run ``on their own'' 
or ``in the background,'' but rather lie dormant until a transaction 
triggers them to carry out a specified operation pursuant to the 
protocol on which they operate. All transactions execute in their 
entirety or not at all, regardless of how many smart contracts they 
call or what those smart contracts do. Only if a transaction 
successfully executes in its entirety is there an ``event'' 
representing a change to the state of the blockchain with respect that 
transaction. If an execution of a smart contract's operation fails due 
to an error, all of its effects (e.g., events) are rolled back as if 
the transaction never ran.
4. Background on Tokenized Assets or ``Tokens''
    Tokens historically referred to privately issued, special-purpose 
coin-like items (e.g., laundry tokens or arcade game tokens). In the 
context of blockchain technology, tokens generally mean blockchain-
based abstractions that can be owned and that represent assets, 
currency, or access rights. A token on the blockchain used for 
ancillary recordkeeping of ownership can be thought of as a digital 
representation of shareholder equity in a legal entity organized under 
the authority of state or federal law and that meet BSTX's listing 
standards. Having a token attributed to a particular address, however, 
would not convey ownership of shareholder equity in the issuer because 
the official records of ownership would be maintained by participants 
at DTC.\52\
---------------------------------------------------------------------------

    \52\ Rather, a digital representation of a Security associated 
with a particular address reflects an ancillary record of Security 
ownership based on data provided to BSTX by BSTX Participants. The 
records reflected on the Ethereum blockchain regarding Securities 
may not be current to reflect the most recent transactions in the 
marketplace and may not reflect ownership by all market 
participants.
---------------------------------------------------------------------------

    To create a new token (or tokenized asset) on Ethereum, including 
for purposes of facilitating ancillary recordkeeping of Security 
ownership, one must create a new smart contract. The smart contract 
would be configured to detail, among other things, the name of the 
issuer and the total supply of the tokens that correspond to the BSTX-
listed Security. Smart contracts can be designed to carry out any event 
that one wants, but using a set standard or protocol allows for 
participants transacting in those smart contracts to have uniform 
expectations and functionality with respect to the tokens.
5. Background on Protocols
    A protocol (also sometimes referred to as a ``standard'' or 
``protocol standard'') defines the functions, events, configurations, 
and other features of a given smart contract. The most common protocol 
used with Ethereum is the ERC-20 protocol, which describes the minimum 
functions that are necessary

[[Page 51256]]

to be considered an ERC-20 token.\53\ The ERC-20 protocol offers basic 
functionalities to transfer tokens, obtain account balances, and query 
the total supply of tokens, among other features. The BSTX Protocol is 
compliant with the ERC-20 protocol but adds additional requirements and 
functionality, as described below.
---------------------------------------------------------------------------

    \53\ See e.g., Jesus Najera, Understanding ERC20, Coin Central 
(Jan. 8, 2018), available at https://coincentral.com/understanding-erc20/; Alfonso de la Rocha, Anatomy of an ERC: An Exhaustive 
Survey, Medium (May 7, 2018), available at https://medium.com/coinmonks/anatomy-of-an-erc-an-exhaustive-survey-8bc1a323b541.
---------------------------------------------------------------------------

    As noted above, Ether is the digital currency used to pay fees 
associated with operating smart contracts (known as ``gas'') on the 
Ethereum network. Payment of gas is required to operate smart contracts 
because there are costs involved in performing the computations 
necessary to execute a smart contract and to record any state 
transitions onto the Ethereum blockchain.
    There is an important conceptual distinction between ERC-20 tokens, 
including tokens used for ancillary recordkeeping purposes of 
Securiteis [sic], and Ether itself. Where Ether is transferred by a 
transaction that has a recipient address as its destination, token 
transfers occur within the specific token contract state and have the 
token smart contract as their destination, not the recipient's address. 
The token smart contract tracks balances and issues events to the 
Ethereum blockchain. In a token transfer,\54\ no transaction is 
actually sent to the recipient of the token. Instead, the recipient's 
address is added to a map within the token smart contract itself. In 
contrast, a transaction sending Ether to an address changes the state 
of an address. A transaction transferring a token to an address only 
changes the state of the token contract, not the state of the recipient 
address. Thus, an address is not really full of tokens; rather it is 
the token smart contract that has the addresses and balances associated 
with each address in it.
---------------------------------------------------------------------------

    \54\ A ``transfer'' in the context of the BSTX Protocol 
regarding a token refers to a reallocation of the digital 
representation of a Security on the Ethereum blockchain as an 
ancillary recordkeeping mechanism to reflect corresponding changes 
in ownership of the Security.
---------------------------------------------------------------------------

6. BSTX Protocol
    BSTX Rule 26138 requires that a BSTX listed company's Securities 
must comply with the Protocol to trade on BSTX. The purpose of this 
requirement is to ensure that all Securities are governed by the same 
set of specifications and controls that allow for ownership of 
Securities to be recorded to the Ethereum blockchain using tokens as an 
ancillary recordkeeping mechanism.
    The Protocol involves three smart contracts. The Asset Smart 
Contract is the primary smart contract that contains the balances of 
Securities associated with each address and carries out the functions 
necessary to reflect changes in ownership. There are two ancillary 
smart contracts that are called by the Asset Smart Contract in 
executing transactions. The first of these is the Registry Smart 
Contract (``Registry''), which contains the list of permissioned (or 
``whitelisted'') addresses, and the second is the Compliance Smart 
Contract, which includes a variable list of additional compliance 
related rules that the Asset Smart Contract must comply with in 
executing a transaction. Each of these three smart contracts are 
described in greater detail below:
    (1) Asset Smart Contract--The Asset Smart Contract defines and 
establishes the tokens (e.g., the maximum number of tokens available 
for a particular issuance) for purposes of the Ethereum blockchain 
ancillary recordkeeping function and records a list of market 
participant addresses and the tokens associated with each address.
    (2) Registry Smart Contract--The Registry Smart Contract (or 
``Registry'') defines the permissions available to different types of 
market participants to perform certain functions. Under the Protocol, 
there are five different types of market participants connected with 
the Registry, each with different abilities and permissions (as 
detailed below):\55\ (1) Contract Owner, (2) Custodian, (3) Broker 
Dealer, (4) Custodial-Account, and (5) Investor. The Registry also 
contains the list of whitelisted addresses to which tokens may be sent 
and additional information associated with each address (e.g., whether 
an address has been suspended).
---------------------------------------------------------------------------

    \55\ There are additional roles that are not technically part of 
the Registry and are instead specific to certain smart contracts. 
For example, an ``Issuer'' is an Asset Smart Contract-specific role. 
Also, an ``Administrator'' is a Compliance Smart Contract-specific 
role that allows such a user to, for example, freeze the transfer of 
tokenized assets for purposes of the ancillary recordkeeping 
function under certain circumstances and modify or add compliance 
rules to govern a token.
---------------------------------------------------------------------------

    (3) Compliance Smart Contract--The Compliance Smart Contract is the 
set of rules held in a separate smart contract that a token can be 
configured to abide by to ensure compliance with applicable laws and 
regulations (e.g., by restricting a movement of Securities to an 
address that has not been added to the Registry for purposes of the 
Ethereum blockchain ancillary recordkeeping mechanism). The Compliance 
Smart Contract can be modified to add or remove applicable rules in 
light of changes to applicable regulatory requirements.
    Each of these three smart contracts work together to facilitate the 
ancillary recordkeeping mechanism for Securities using the Ethereum 
blockchain. The details of the specific functions, configurations, and 
events under the Protocol are set forth in greater detail in Exhibit 
3N.
    The Exchange selected the Ethereum blockchain among other possible 
blockchains that support smart contracts as the blockchain upon which 
Securities would be built in accordance with the BSTX Protocol for 
ancillary recordkeeping purposes because of, among other reasons, its 
widespread use, the public's familiarity with Ethereum, and its smart 
contract functionality. Ethereum has maintained the second largest 
market capitalization behind Bitcoin among blockchain-based digital 
assets for at least two years and is widely recognized by the 
public.\56\ Over 200,000 different ERC-20 tokens have been built on the 
Ethereum blockchain, demonstrating its wide-spread use and 
functionality. The Exchange believes that the Ethereum blockchain is 
able to support all of the necessary functions of the BSTX Protocol to 
carry out the Security ancillary recordkeeping function. The Exchange 
also believes that using a widely-known smart contract platform as 
opposed to a lesser-known smart contract platform may help issuers 
become more comfortable with the ancillary recordkeeping process as 
well as allow them to more-readily locate service providers as 
necessary to assist them in building their Securities in accordance 
with the BSTX Protocol. As noted, the Exchange may consider the use of 
other blockchains supporting smart contract functionality in the 
future, subject to applicable rule filing requirements with the 
Commission pursuant to Section 19 of the Exchange Act.\57\
---------------------------------------------------------------------------

    \56\ The Commission has also publicly recognized Ethereum and 
its native currency Ether. See William Hinman, Director, Division of 
Corporation Finance, Digital Asset Transactions: When Howey Met Gary 
(Plastic) (June 14, 2018) available at https://www.sec.gov/news/speech/speech-hinman-061418.
    \57\ 15 U.S.C. 78s.
---------------------------------------------------------------------------

G. Obtaining a Whitelisted Wallet Address \58\
---------------------------------------------------------------------------

    \58\ In the SIFMA April Comment Letter, SIFMA asked for further 
detail regarding how a whitelisted wallet address is obtained, how 
permissioning is determined for the whitelisted wallet and who 
controls it. SIFMA April Comment Letter at 5. The Exchange notes 
that BSTX Participants would obtain a whitelisted wallet address by 
contacting the Exchange as detailed in this Part II.G. As the only 
source for obtaining wallet addresses, the Exchange would be 
responsible for permissioning wallet addresses as well. Each wallet 
address is an alphanumeric string of characters assigned to a 
particular BSTX Participant for the purposes of ancillary 
recordkeeping. A BSTX Participant would not have the ability to move 
tokenized assets to or from its wallet address or otherwise 
``control'' the wallet address. The process of reallocating 
tokenized asset balances among different wallet address is a 
function performed by the Exchange in coordination with a Wallet 
Manager(s). Thus, the proposed use of blockchain technology is 
almost entirely passive for BSTX Participants, but for initially 
obtaining a wallet address and the end-of-day reporting of balances. 
The Exchange would be responsible for maintaining wallet addresses 
and whitelisting for the entire life cycle of a Security and the 
associated tokenized asset and life cycle of participants' accounts. 
An unlimited number of addresses may be established for a Security 
and can be removed as necessary.
---------------------------------------------------------------------------

    Pursuant to proposed Rule 17020(a), a BSTX Participant must, either 
directly

[[Page 51257]]

or through its carrying firm, establish a wallet address to which its 
end-of-day Security balances may be recorded by contacting BSTX.\59\ A 
BSTX Participant that is a carrying broker-dealer for other BSTX 
Participants would be assigned the wallet address with the status of a 
Custodian, which would allow that BSTX Participant to request wallet 
addresses on behalf of other BSTX Participants (for which it serves as 
the carrying broker-dealer) as either a Custodial Account or Broker-
Dealer wallet address, as described above. A BSTX Participant that is 
not a carrying broker-dealer could request a Broker-Dealer wallet 
address, a Custodial Account wallet address in coordination with its 
carrying firm, and an Investor wallet address on behalf of a customer 
that would like its ownership of Securities represented by a tokenized 
asset to be reflected at its own address for purposes of the Ethereum 
blockchain as an ancillary recordkeeping mechanism.\60\
---------------------------------------------------------------------------

    \59\ Multiple Security issuances can be attributed to a BSTX 
Participant's wallet address. A BSTX Participant would not need a 
separate wallet address for each Security issuance that it trades.
    \60\ A BSTX Participant that is a carrying broker-dealer, and 
which therefore has a Custodial Account address, could also request 
Investor wallet addresses on behalf of customers.
---------------------------------------------------------------------------

    Contact information for BSTX for the purpose of establishing a 
wallet address will be published on the BSTX website. Proposed BSTX 
Rule 17020(a) requires a BSTX Participant to establish a wallet address 
by contacting BSTX directly or through its carrying firm acting on its 
behalf. BSTX expects that this process (i.e., contacting the Exchange 
and establishing a wallet address) would occur contemporaneously with 
the application by a market participant to become a BSTX Participant. 
However, under proposed BSTX Rule 17020(a), a BSTX Participant would 
have up until five business days from the date that the Exchange 
approves the application of the BSTX Participant to satisfy the 
obligation to obtain a wallet address. In the event that a BSTX 
Participant has not obtained a wallet address prior to the Exchange's 
approval of its application, the BSTX Participant would become subject 
to the end-of-day Security balance reporting requirements in proposed 
BSTX Rules 17020(b) and (c). However, because the BSTX Participant 
would not yet have a wallet address to which the position balance 
information could be attributed by a Wallet Manager, the tokenized 
assets associated with any Security position balances of such BSTX 
Participant would be attributed to the omnibus wallet address (as 
described below) until the time the BSTX Participant obtains a wallet 
address. For the avoidance of doubt, having end-of-day position balance 
information for a tokenized asset related to a Security attributed to a 
particular wallet address would not convey ownership of shareholder 
equity in the issuer to the person or entity with whom such wallet 
address is associated. BSTX-listed Securities will be cleared and 
settled in the same manner as other NMS stocks through the facilities 
of a registered clearing agency, and the official records of ownership 
would be maintained as discussed above in Part II.E. Therefore, any 
lack of a wallet address would not affect the official records of 
ownership of the BSTX-listed Security.
    Once a BSTX Participant has been assigned a particular wallet 
address, the only further obligation of that BSTX Participant is to 
report its end-of-day Security position balances to BSTX, as described 
below. Non-BSTX Participants that may trade Securities are not subject 
to the requirement that they obtain a wallet address prior to trading a 
Security or to the end-of-day Security balance position reporting 
requirements. The Exchange will not accept voluntary reports of end-of-
day Security balances from non-BSTX Participants, but may consider 
doing so in the future, subject to any applicable or necessary rule 
filing requirements with the Commission. The Exchange believes that the 
proposed requirement in Rule 17020(a) to obtain a wallet address is 
consistent with the Exchange Act and Section 6(b)(5) \61\ in particular 
because it would help foster cooperation and coordination with persons 
engaged in regulating and facilitating transactions in Securities by 
setting forth a process through which BSTX Participants may obtain a 
wallet address to which their end-of-day Security balances may be 
recorded to the Ethereum blockchain as an ancillary recordkeeping 
mechanism. The Exchange believes that the proposed requirement is 
similar to obtaining a market participant identifier (``MPID'') in that 
it establishes an identifier that can be attributed to a particular 
BSTX Participant for reporting purposes. The proposed requirement to 
obtain a wallet address is the same for all BSTX Participants, and is 
therefore not unfairly discriminatory, and the Exchange does not 
propose to charge a fee for obtaining a wallet address.
---------------------------------------------------------------------------

    \61\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

H. Wallet Manager \62\
---------------------------------------------------------------------------

    \62\ A ``Wallet Manager'' is defined as a party approved by BSTX 
to operate software compatible with the BSTX Protocol. See proposed 
Rule 17000(a)(31). A Wallet Manager would be a third-party service 
provider for the Exchange that will help facilitate establishing 
wallet addresses for BSTX Participants and facilitate updates to the 
Ethereum blockchain as an ancillary recordkeeping mechanism 
regarding changes in ownership resulting from trading. Approved 
Wallet Managers will be listed on the Exchange's website.
---------------------------------------------------------------------------

    As described further below, following the end of a trading day, 
BSTX Participants (or their carrying firms) will be required to send 
Security position balance information to BSTX. Based on the information 
that BSTX receives, BSTX will deliver that information to one or more 
Wallet Managers who will be responsible for updates to the Security 
position balances on the Ethereum blockchain by allocating balances 
among the wallet addresses of BSTX Participants and the omnibus wallet 
address.
    The Exchange would enter into a contractual arrangement with a 
Wallet Manager as a service provider to the Exchange performing the 
function described above. The Exchange does not believe that performing 
the ancillary recordkeeping process would make a Wallet Manager a 
facility of the Exchange because the Wallet Manager's functions do not 
meet the definition of ``facility'' under the Exchange Act. Section 
3(a)(2) of the Exchange Act provides that ``the term `facility' when 
used with respect to an exchange includes its premises, tangible or 
intangible property whether on the premises or not, any right to the 
use of such premises or property or any service thereof for the purpose 
of effecting or reporting a transaction on an exchange (including, 
among other things, any system of communication to or from the 
exchange, by ticker or otherwise, maintained by or with the consent of 
the exchange), and any right of the exchange to the use of any property 
or

[[Page 51258]]

service.'' \63\ A Wallet Manager is neither property of the Exchange 
nor does a Wallet Manager provide services for effecting or reporting a 
transaction taking place on the Exchange. Rather, a Wallet Manager 
performs the function of updating end-of-day Security position balance 
information provided by the Exchange as part of an ancillary 
recordkeeping mechanism. The Ethereum blockchain would not reflect any 
particular transaction(s) that occurred in the marketplace but would 
instead record allocations of end-of-day Security position balances--
which may result from a variety of activities in the marketplace for 
the relevant Securities such as trading activity, lending activity, and 
free-of-payment transfers between DTC accounts. The definition of 
``facility'' in Section 3(a) of the Exchange Act is instead focused on 
``effecting or reporting a transaction'' as part of the operations of 
an exchange, namely the bringing together of orders for securities of 
multiple buyers and sellers using non-discretionary methods under which 
such orders interact with each other, and the buyers and sellers 
entering such orders agree to the terms of a trade.\64\ Thus, systems 
of communication to the Exchange used to effect trades or to receive 
market data would likely be considered facilities of the Exchange, but 
an end-of-day ancillary recordkeeping reporting process that does not 
provide any real or near-time information regarding transactions in the 
market should not.\65\ The Commission ``long has recognized that there 
must be some practical limitations on entities encompassed within the 
broad definition of the term `exchange.' '' \66\ The ancillary 
recordkeeping process would have no impact on, or perform a function 
related to, the bringing together of buyers and sellers' orders, 
clearance, settlement, market data or routing functions of the exchange 
(i.e., all of these functions can continue upon any suspension of the 
ancillary recordkeeping process),\67\ and therefore cannot reasonably 
be considered a ``facility'' of the exchange. The Exchange intends to 
enter into a contractual arrangement with at least one Wallet 
Manager.\68\ The Exchange intends to evaluate each potential Wallet 
Manager's capability to receive information from BSTX related to BSTX 
Participants' end-of-day Security balances along with its ability to 
update the Ethereum blockchain upon receipt of such information. 
Further, the Exchange intends to perform due diligence on potential 
Wallet Managers, including but not limited to checking the list 
produced by the U.S. Treasury Department of persons with whom U.S. 
citizens are prohibited from doing business (``OFAC List''). Finally, 
the Exchange intends to require each Wallet Manager in its service 
agreement with the Wallet Manager to agree to comply with all 
applicable securities laws.\69\ The Exchange believes that using the 
criteria listed above for evaluating potential Wallet Managers may 
prevent fraudulent and manipulative acts and practices, consistent with 
Section 6(b)(5) of the Exchange Act.\70\ The Exchange believes that 
requiring every Wallet Manager to act in a manner consistent with 
applicable securities laws and not be on the OFAC List would help 
ensure that persons reputed to have committed illegal acts and who 
violate securities laws, including any such laws meant to prevent fraud 
and market manipulation, will not operate as Wallet Managers.
---------------------------------------------------------------------------

    \63\ 15 U.S.C. 78c(a)(2).
    \64\ 17 CFR 240.3b-16.
    \65\ The Commission has not defined the term ``facility.'' See 
Exchange Act Release No. 26708 (Apr. 11, 1989), 54 FR 15429 (Apr. 
18, 1989) (noting that the term ``facility'' has not changed since 
it was originally adopted and that no hearing testimony referred to 
it because ``the Committee felt that the definition was `self-
explanatory' '').
    \66\ Id.
    \67\ The Exchange notes that suspension of the ancillary 
recordkeeping process would not impact trading in the Security. 
Trading and the clearance and settlement of Securities can operate 
entirely independently from the ancillary recordkeeping process.
    \68\ The Exchange expects that it will initially operate with 
one Wallet Manager, but there is nothing to preclude the use of 
another Wallet Manager provided the prospective Wallet Manager is 
capable of operating software compatible with the BSTX Protocol. The 
Exchange expects that tZERO would operate as the initial Wallet 
Manager. BOX Exchange LLC, the self-regulatory organization of which 
BSTX is a facility, neither controls, directly or indirectly, nor is 
under common control with tZERO. The voting class of equity of the 
BSTX facility is 50% owned by tZERO and BOX Digital Markets, which 
is 100% owned by BOX Holdings Group LLC. BOX Exchange LLC does not 
have direct or indirect ownership interest in BOX Holdings LLC or 
its subsidiaries. As a result, because BOX Exchange LLC does not 
exercise control over tZERO or its affiliates, tZERO would not 
constitute ``property'' of the Exchange for purposes of determining 
whether it is a facility. In any case, it is the functions of the 
particular entity that should matter for purposes of determining 
whether an entity or function is a facility of an exchange rather 
than whether an entity is affiliated or not with an exchange. See 
e.g., Exchange Act Release No. 54538 (Sept. 28, 2006), 71 FR 59184 
(Oct. 6, 2006) (order approving PHLX's new equity trading system and 
operation of optional outbound router as a facility of PHLX, where 
PHLX had no ownership interest in the third party operator).
    \69\ Pursuant to the Exchange's agreement with the Wallet 
Manager(s), the Wallet Manager(s) would be required to record 
balances to the Ethereum blockchain following each trading day. As a 
result, tokenized assets representing Security balances of BSTX 
Participants would be updated each trading day, but not on non-
trading days (e.g., holidays).
    \70\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

I. Coordination Between BSTX, Registered Clearing Agencies, and Wallet 
Managers
    Upon the occurrence of a transaction on BSTX due to the completion 
of its order matching process,\71\ BSTX would generate an execution 
report, and it would deliver drop copies to its own front-end systems 
to update the BSTX Participants and to NSCC.\72\ Where a BSTX 
transaction creates a settlement obligation to transfer registered 
ownership of a Security, clearance and settlement would be performed in 
accordance with the rules, policies and procedures of a registered 
clearing agency as described in Part II.E. above. The Wallet Manager 
would be provided with end-of-day position balance information of BSTX 
Participants necessary to update the Ethereum blockchain through the 
end of day reporting mechanism discussed below.
---------------------------------------------------------------------------

    \71\ Order matching would occur through a price-time priority 
model, as discussed in greater detail below.
    \72\ The last sale transaction data would also be publicly 
disseminated pursuant to the transaction reporting plan, which would 
occur before delivery of drop copies to these parties.
---------------------------------------------------------------------------

J. Reporting End-of-Day Security Balances To Facilitate Ancillary 
Recordkeeping
    To update the Ethereum blockchain to reflect ownership of 
Securities as an ancillary recordkeeping mechanism, the Exchange 
proposes to require that each BSTX Participant, either directly or 
through its carrying firm, report each business day to BSTX certain 
end-of-day Security balances in a manner and form acceptable to 
BSTX.\73\ A BSTX Participant that is a participant at DTC would be 
required to report to BSTX the total number of Securities for each 
class of Security that is credited to each DTC account of the BSTX 
Participant.\74\ For a BSTX Participant that is not a DTC participant, 
the BSTX Participant would be required to report the total number of 
Securities for each class of Security that are credited to the BSTX 
Participant by its carrying firm.\75\ Pursuant to proposed Rule 
17020(d), upon receipt of the end-of-day Security balances from BSTX 
Participants, the Exchange would provide such information to the Wallet 
Manager(s) to update the Ethereum blockchain as an ancillary 
recordkeeping mechanism to reflect

[[Page 51259]]

updates in Security balances.\76\ Proposed Rule 17020(d) would also 
provide that unreported Security balances will be determined and 
allocated to an omnibus wallet address for each Security as described 
further below. The Exchange would determine the number of tokens (which 
represent Securities) to be allocated to the omnibus wallet address by 
the Wallet Manager(s) by subtracting the sum of the Security position 
balances reported for a particular Security by BSTX Participants from 
the total outstanding number of that particular Security. BSTX expects 
that each Security would have a dedicated omnibus wallet address that 
the Wallet Manager(s) would use to allocate the resulting balance to 
that address.
---------------------------------------------------------------------------

    \73\ See Proposed Rule 17020(b).
    \74\ See Proposed Rule 17020(b)(1). As described above in Part 
II.E., BSTX would maintain rules that would promote a structure in 
which Securities would be held in ``street name'' with DTC.
    \75\ See Proposed Rule 17020(b)(2).
    \76\ Notably, because the Ethereum blockchain would be updated 
each day using the end-of-day Security balance reports, and is, in 
any case, only functioning at this time as an ancillary 
recordkeeping function, concerns regarding a loss of private keys or 
disruption to the Ethereum blockchain are fully mitigated. For 
example, assume a BSTX Participant owns 100 Securities of XYZ at the 
end of Day 1 and, as a result of trading on Day 2, ends Day 2 with a 
balance of 200 Securities of XYZ. If the BSTX Participant's wallet 
address were somehow compromised during the trading day on Day 2 and 
the 100 tokenized assets representing Securities were moved to 
another address (which could only be moved to another whitelisted 
address), this would not substantively impact the functioning of the 
blockchain as an ancillary recordkeeping tool. At the end of trading 
on Day 2, the BSTX Participant would report its ownership of 200 
Securities of XYZ to BSTX, which would then update the Ethereum 
blockchain to reflect this end of day balance. The Wallet Manager 
makes updates to the balances associated with wallet addresses by 
reallocating tokens (which represent Securities) between wallet 
addresses, including the omnibus wallet address, so that after each 
trading day the wallet address account balances reflect the new 
Security balances reported to BSTX pursuant to Rule 17020. These 
reallocations based on end-of-day Security balance reports from BSTX 
Participants are not designed to reflect actual transactions that 
occurred during the trading day. Rather, the reallocation process 
focuses on achieving the ends of having the correct number of tokens 
(which represent Securities) attributed to each wallet address based 
on the end-of-day Security balance reports. For example, if there 
were only two transactions in the entire marketplace during the 
trading day--a sale of 100 Securities from BSTX Participant A to 
BSTX Participant B and a subsequent sale of 100 Securities from BSTX 
Participant B to BSTX Participant C--the end of day reallocation 
process would result in a reallocation of 100 tokens (which 
represent Securities) from BSTX Participant A to BSTX Participant C, 
and would consequently not reflect any actual transactions.
---------------------------------------------------------------------------

    The Exchange proposes that these end-of-day Security balance 
reports would be required each business day when DTC is also open for 
business, but after such time as DTC has completed its end-of-day 
settlement process.\77\ The Exchange believes that once DTC has 
completed its end-of-day settlement process, DTC participants would be 
able to determine the number of Securities credited to their DTC 
account(s) and to other market participants that settle through that 
DTC participant. Thereafter, BSTX Participants, or their carrying 
firms, would be able to obtain their Security balance information and 
report it to BSTX by the end of the day. The Exchange understands that 
DTC typically makes end-of-day security position reports available to 
DTC participants at approximately 7:30 p.m. Eastern time. Therefore, 
the Exchange will notify BSTX Participants via Regulatory Circular of 
the time after 7:30 p.m. Eastern time by which end-of-day security 
position balance reports will be required to be provided to BSTX 
pursuant to BSTX Rule 17020(c).\78\ The Exchange will also notify BSTX 
Participants via Regulatory Circular of the time by which it will 
provide Security position balance information to the Wallet Manager(s) 
so that the Wallet Manager(s) will have sufficient time to carry out 
their contractual obligation to update the Ethereum blockchain as an 
ancillary recordkeeping mechanism prior to the commencement of trading 
on BSTX on the next trading day.
---------------------------------------------------------------------------

    \77\ See Proposed Rule 17020(c).
    \78\ The Exchange notes that other exchanges use a similar 
formulation whereby the exact timing details for delivery of 
information to an exchange are set forth in a regulatory circular. 
See e.g., EDGX Rule 4.2.02 and BZX Rule 4.2.02 (setting forth a 
``Regulatory Data Submission Requirement'' providing that BZX/EDGX 
members ``shall submit to the Exchange such Exchange-related order, 
market and transaction data as the Exchange by Regulatory Circular 
may specify, in such form and on such schedule as the Exchange may 
require.'').
---------------------------------------------------------------------------

    The Exchange acknowledges that, in certain circumstances, a BSTX 
Participant subject to the requirements of proposed Rule 17020 could 
fail to report end-of-day Security balances to BSTX in a timely manner, 
inaccurately report such balances, or fail to obtain a wallet address 
prior to acquiring a position in a Security. Such failures would impair 
the ability of the Exchange to report complete end-of-day Security 
balance information regarding a Security to the Wallet Manager(s) who 
will be responsible for using that information, in turn, to update the 
Security balance information that is reflected on the Ethereum 
blockchain. The Exchange notes that BSTX Participants would be required 
to comply with applicable Exchange Rules, including the requirement to 
report their end-of-day Security balances, and may be subject to 
disciplinary action for failing to comply with applicable rules 
pursuant to proposed Rule Series 24000 (Discipline and Summary 
Suspension).
    As noted above, to account for instances in which a BSTX 
Participant fails to report or to accurately report its end-of-day 
Security balance pursuant to proposed Rule 17020, as well as to account 
for the positions of Security holders who are not BSTX Participants and 
therefore not subject to the end-of-day Security balance reporting 
requirement, the Exchange proposes to use an omnibus wallet address to 
account for such Securities in the ancillary records that would be 
published on the Ethereum blockchain. Specifically, the Exchange would 
know the total number of Securities outstanding and would provide 
information to the Wallet Manager(s) to allow the Wallet Manager(s) to 
attribute the unreported Security balance (which shall be represented 
by a token balance on the blockchain) for a given Security to an 
omnibus wallet address for each Security. For example, assume that on 
Day 1 there are 1,000 Securities for company XYZ outstanding, 800 are 
held at DTC in accounts for the benefit of eight BSTX Participants and 
200 are otherwise held at DTC. Assume further that BSTX receives timely 
and accurate end-of-day XYZ Security balance reports from all eight 
BSTX Participants in respect of 800 XYZ Securities. At the end of Day 1 
as part of the end-of-day reporting process, the Exchange would provide 
information to the Wallet Manager(s) allowing the Wallet Manager(s) to 
allocate the 800 XYZ tokens (which represent Securities) among the BSTX 
Participants consistent with their end-of-day Security balance reports 
and to allocate the remaining balance of 200 to the omnibus wallet 
address. In this same example, assume a BSTX Participant who holds 100 
XYZ Securities failed to report its XYZ Security balance to BSTX. In 
this case, the Exchange would provide information to the Wallet 
Manager(s) allowing the Wallet Manager(s) to allocate 300 XYZ tokens 
(which represent Securities) to the omnibus wallet address for XYZ 
Security. The omnibus wallet address in this example would thus reflect 
the sum of XYZ Securities held by non-BSTX Participants who are not 
subject to the end-of-day Security balance reporting requirement as 
well as any missing end-of-day Security balance reports among BSTX 
Participants.\79\ In all cases, the

[[Page 51260]]

balances displayed on the Ethereum blockchain would reflect end-of-day 
Security balances reported to BSTX pursuant to Rule 17020 and an 
omnibus wallet address for any type of Security for which the sum of 
the reported positions is less than the number of Securities known by 
the Exchange to be issued and outstanding. In this way, it is possible 
that the end-of-day balances published on the Ethereum blockchain may 
not reflect the precise distribution of a Security among holders of the 
Security, even among BSTX Participants.\80\ The Ethereum blockchain 
could also reflect information that is not accurate to the extent that 
BSTX Participants inaccurately report end-of-day Security balances to 
BSTX. There could conceivably be situations where the number of 
reported Securities exceeds the number of outstanding Securities of a 
particular issuance (e.g., if Security XYZ were held entirely by BSTX 
Participants and one BSTX Participant over-reports). There could also 
be situations in which the Exchange is unable to communicate end-of-day 
Security balances to the Wallet Manager(s) or the Wallet Manager(s) is/
are unable to update the blockchain. Additionally, it is also possible 
that there could be a disruption to the website through which token 
balances may be observed (i.e., Etherscan.io, discussed below), to the 
Ethereum blockchain itself that prevents the updating of end-of-day 
balances as an ancillary recordkeeping mechanism, or potentially to the 
architecture or functioning of a particular Security.\81\
---------------------------------------------------------------------------

    \79\ The omnibus wallet address for each Security could also 
have greater or fewer tokens (which represent Securities) as a 
result of a misreport by a BSTX Participant. In the case of an 
under-report by a BSTX Participant (e.g., owns 100 of XYZ 
Securities, but reports only 90), the omnibus address for XYZ would 
have an additional 10 tokens (which represent XYZ Securities) 
allocated to it. In the case of an over-report (e.g., owns 100 of 
XYZ Securities, but reports 110), the omnibus address for XYZ may 
have 10 additional tokens (which represent XYZ Securities) allocated 
to it.
    \80\ The Exchange notes, however, that even in such a case, the 
total number of shares of the Security outstanding should still be 
reflected on the blockchain due to unreported balances being 
attributed to the omnibus wallet address. It is also possible the 
omnibus wallet address could display the entire outstanding balance 
of a Security to the extent only non-BSTX Participants held the 
entire outstanding balance of a particular Security.
    \81\ This could potentially occur if, for example, the Ethereum 
Virtual Machine were to suffer a ``51% Attack'' whereby an 
individual or group acting together gain 51% or more of the 
computing power, essentially giving the attackers control over the 
Ethereum blockchain and the ability to disrupt or modify 
transactions on the Ethereum blockchain. The Exchange believes that 
this possibility is remote, but the Exchange will nonetheless 
monitor for such possibilities either directly or by using a vendor, 
which may include Wallet Managers that agree to perform this 
function and promptly alert the Exchange to any compromise of the 
Ethereum blockchain or other type of disruption that might impact 
the end-of-day Security balance reporting process as an ancillary 
recordkeeping mechanism (e.g., inability to access Etherscan.io).
---------------------------------------------------------------------------

    To address the potential for inaccurate reporting by BSTX 
Participants, the Exchange is proposing Rule 17020(e), which provides 
that a BSTX Participant shall promptly send a corrected end-of-day 
Security balance report to the Exchange upon the Participant's 
discovery that it submitted an inaccurate end-of-day report that has 
not already been corrected or superseded. Rule 17020(e) would also 
provide that if the Exchange has reason to believe that the Security 
balances reported by one or more BSTX Participants may be inaccurate, 
the Exchange may request additional information regarding the 
applicable reports and balances from any BSTX Participant. Under the 
proposed rule, a BSTX Participant shall promptly respond to any 
additional information requests that the Exchange may make regarding 
its end-of-day Security balance reports.\82\ The Exchange believes that 
it is important for the protection of investors and in the public 
interest, consistent with Section 6(b)(5) of the Exchange Act, to 
establish mechanisms to help ensure the accuracy of end-of-day Security 
balances by requiring BSTX Participants to promptly correct known 
errors in their reports and to provide the Exchange with express 
authority to seek additional information from BSTX Participants where 
the Exchange has reason to believe to that one more reports may be 
inaccurate.\83\ Similar mechanisms to promote accurate reporting exist 
for a wide variety of different market participant obligations today, 
such as the duty of the broker-dealer operator of an NMS stock 
alternative trading system to promptly correct material errors or 
omissions discovered in their Form ATS-N and the duty to correct trade 
reports to FINRA.\84\ The Exchange believes that proposed Rule 17020(e) 
sets forth reasonable processes to help ensure the Security position 
balances published as token balances on the blockchain are accurate, 
and that ensuring the accuracy of this information will better 
facilitate all market participants' ability to evaluate the potential 
uses of blockchain technology in securities transactions.
---------------------------------------------------------------------------

    \82\ This additional information may include asking the BSTX 
Participant to confirm its Security balances, providing a copy of 
the information the BSTX Participant used to provide its end-of-day 
Security balance position report, or other books and records of the 
BSTX Participant relating to its transactions in one more 
Securities.
    \83\ 15 U.S.C. 78f(b)(5). As previously noted, failure to comply 
with applicable Exchange Rules, including the end-of-day Security 
balance reporting process could result in disciplinary action 
against a BSTX Participant. The Exchange would consider a BSTX's 
Participant's efforts to comply with Rule 17020(e) by promptly 
submitting a corrected report or responding to additional 
information requests from the Exchange in determining whether to 
bring, or the appropriate consequences of, a disciplinary action.
    \84\ See 17 CFR 242.304(a)(2)(i)(C) (requiring correcting 
amendments to Form ATS and ATS-N ``promptly'' after discovery of 
incorrect information previously filed); FINRA, Trade Reporting FAQ, 
Section 311 (Reporting Cancellations, Corrections and Reversals), 
https://www.finra.org/filing-reporting/market-transparency-reporting/trade-reporting-faq.
---------------------------------------------------------------------------

    In addition to these controls and mechanisms for ensuring the 
accuracy of reported records, the Exchange may need to implement 
further measures in situations where the ability to update blockchain 
records may be affected by exogenous factors, as discussed above. To 
account for these types of situations, proposed Rule 17020(f) provides 
that the Exchange may suspend the requirements in paragraphs 17020(a) 
through (d) regarding any BSTX Participant and/or regarding one or more 
Securities, as applicable, in its discretion and in any such case the 
Exchange will provide prompt notice thereof and the reason(s) therefore 
to BSTX Participants.\85\ The Exchange will notify the Commission 
within two hours of its determination to make any such suspension and 
the suspension may continue in effect for no more than thirty calendar 
days from the date the determination is made unless the Exchange has 
submitted a proposed rule change with the Commission seeking approval 
of such suspension, in which case the suspension may continue in effect 
until the Commission approves or disapproves the proposed rule 
change.\86\
---------------------------------------------------------------------------

    \85\ The particular details included in such notice to BSTX 
Participants will vary based on the facts and circumstances giving 
rise to the suspension, but the Exchange expects that such notice 
would describe: (i) The impacted Security (or Securities); (ii) the 
nature of the disruption; (iii) the anticipated length of the 
suspension; and (iv) any changes to BSTX Participants' obligations 
to report end-of-day Security balances.
    \86\ See proposed Rule 17020(f). The Exchange believes that 
proposed Rule 17020(f) may foster coordination with persons 
processing information with respect to securities and is not 
designed to permit unfair discrimination because such provision will 
allow the Exchange to suspend certain Rule requirements in events 
where there may be difficulty coordinating or sharing pertinent 
information with BSTX Participants and/or Wallet Manager(s). 
Further, Rule 17020(f) is designed to apply to all market 
participants equally and to provide notice to affected market 
participants and regulators of BSTX, in order to allow such 
individuals and entities to coordinate with the Exchange and react 
to potential issues as deemed necessary.
---------------------------------------------------------------------------

    In all such cases involving these types of disruptions relating to 
the end-of-day Security balance reporting process, there would be no 
impact on the ability to trade, clear, or settle Security transactions 
in the ordinary course.\87\

[[Page 51261]]

This is because the end-of-day Security balance reporting is solely as 
an ancillary record-keeping mechanism and because the actual trading, 
clearance, and settlement of Securities would occur in the same manner 
as other NMS stock.
---------------------------------------------------------------------------

    \87\ The Exchange acknowledges, of course, that certain issues 
such as a widespread power outage that prevents the Exchange from 
being able to transmit information to the Wallet Manager(s) could 
also result in a disruption to trading on BSTX and potentially the 
declaration of a halt in trading of the Security by the Exchange.
---------------------------------------------------------------------------

    The Exchange would set forth via Regulatory Circular the precise 
manner in which Securities should be reported. In general, the report 
would simply require certain identifying information regarding the BSTX 
Participant (e.g., name, carrying firm, MPID) and a list of the end-of-
day Security position balances of the BSTX Participant.\88\
---------------------------------------------------------------------------

    \88\ Pursuant to the BSTX Listing Rules, BSTX will allow listing 
of three types of Securities: Equity Securities, preferred 
Securities, and warrant Securities. These three types of Securities 
will have similar end-of-day reporting processes; each BSTX 
Participant will be required to provide end-of-day Security position 
balance information to BSTX related to each Security issuance based 
on such BSTX Participant's DTC account balance. The BSTX Listing 
Rules also discuss paired Securities, which are Securities that may 
be transferred and traded only in combination with one another as a 
single economic unit. For paired Securities, BSTX expects that BSTX 
Participants, when submitting position balance information to BSTX, 
will specify the end-of-day balances for each constituent Security 
that comprises a paired Security.
---------------------------------------------------------------------------

    As a result of this process, the Ethereum blockchain would in the 
ordinary course reflect for each Security the end-of-day balance 
associated with each BSTX Participant's wallet address. Wallet 
addresses are essentially just a string of numbers and characters, and 
it would not be made public which BSTX Participant is associated with 
which wallet address or which address is the omnibus wallet 
address.\89\ An observer of balances associated with a particular 
address would not be able to determine whether a particular address 
represented, for example, a carrying firm reporting end-of-day balances 
on behalf of multiple BSTX Participants, an individual BSTX 
Participant, or the omnibus wallet address. Neither could an observer 
determine which underlying customer(s) of a BSTX Participant associated 
with a particular wallet address held the Securities or whether the 
BSTX Participant owned the Securities proprietarily. In addition, an 
observer of the token balances related to a particular Security would 
not be able to tell whether a particular wallet address was long or 
short the shares.\90\ For these reasons, the Exchange believes that the 
balance information that would be publicly available on the Ethereum 
blockchain would be sufficiently anonymous to address privacy concerns 
related to such information. Balance information for the Ethereum 
blockchain is available at Etherscan.io (``Etherscan''). From 
Etherscan.io, an observer would be able to search for the name of the 
particular Security and see the holders of tokens representing the 
Securities and the associated quantity, as well as other information 
(e.g., transfers made as a result of the Wallet Manager(s) reallocation 
process).\91\
---------------------------------------------------------------------------

    \89\ The Wallet Manager(s) would have information regarding 
Security balance information associated with a particular BSTX 
Participant. However, as noted in Part II.H, a condition of serving 
as a Wallet Manager would include, among other things, a 
representation to comply with the federal securities laws, including 
trading on the basis of material non-public information.
    \90\ This is because the end-of-day ancillary recordkeeping 
process captures only end-of-day balances as reported by DTC to BSTX 
Participants or their carrying firms. Thus, if a BSTX Participant 
borrowed Securities and the borrowed Securities were moved to its 
DTC account (or the DTC account of its carrying firm on its behalf), 
the borrowed Securities would appear to be a long position in the 
Security, when in fact the BSTX Participant was taking a short 
position.
    \91\ This process can be done presently with ERC-20 tokens or 
other digital assets built on Ethereum.
---------------------------------------------------------------------------

    The Exchange does not believe that the ancillary records of 
Security balance information published on the Ethereum blockchain would 
be likely to cause investor confusion because there is no similar 
source of information with which an observer of the blockchain data 
could be confused. That is, the resting position balances related to 
Security ownership of BSTX Participants and other market participants 
are not available through another medium (e.g., such as by DTC making 
such information available) in a manner that could lead an investor to 
be confused as to whether the Ethereum blockchain or some other source 
of Security balance information is accurate. Moreover, Security 
position balance information as recorded on the Ethereum blockchain in 
token form will not reflect legal ownership of Securities and the 
identities of BSTX Participants corresponding to each wallet address 
(as well as the omnibus wallet address) would not be made public. The 
Exchange believes that the proposed end-of-day Security balance 
reporting requirement is consistent with the Exchange Act, and Section 
6(b)(5) \92\ in particular, because it is designed to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, and processing information with respect to 
transactions in Securities and would not unfairly discriminate among 
BSTX Participants, all of whom are subject to the same reporting 
requirement. The purpose of the reporting obligation is to allow the 
Exchange to receive information from BSTX Participants regarding end-
of-day balances in Securities so that the Exchange can provide that 
information to the Wallet Manager(s) and the Wallet Manager(s) can, in 
turn, use the information to update the Ethereum blockchain as an 
ancillary recordkeeping mechanism reflecting changes in Security 
ownership (i.e., the recording of end-of-day balance information). 
Without this information, all of the outstanding balances regarding a 
Security would be attributed by the Wallet Manager(s) in tokenized form 
to the omnibus wallet address rather than allocated to multiple wallet 
addresses belonging to corresponding BSTX Participants. Accordingly, to 
the extent that BTSX Participants have end-of-day balances in 
Securities, the allocation of the appropriate balances to their 
respective wallet addresses by the Wallet Manager(s) will reflect a 
relatively more robust use of the functionality of the smart contracts 
than if the entire outstanding balance of a Security is attributed in 
tokenized form to the omnibus wallet address. Promoting this more 
robust use of the functionality of the smart contracts and their 
ability to allocate and re-allocate Security balances in tokenized form 
across multiple wallet addresses will enhance the ability of market 
participants, including the Exchange, to observe and evaluate the 
capabilities of blockchain technology as an ancillary recordkeeping 
mechanism. The Exchange notes that under the existing authority of 
other equity exchanges, the exchange is able to request that exchange 
members/participants furnish to the exchange records pertaining to 
transactions executed on or through the exchange in a time and manner 
required by such exchange.\93\ Accordingly, BSTX believes that the 
proposed end-of-day Security balance reporting requirement would be 
consistent with authority that the Commission has already approved 
regarding furnishment of records by members of exchanges.
---------------------------------------------------------------------------

    \92\ 15 U.S.C. 78f(b)(5).
    \93\ See e.g., BOX Rule 10000(a) and (b), Cboe BZX Rule 4.2, and 
IEX Rule 4.540. Broker-dealers are also subject to daily or real-
time reporting obligations in a variety of other contexts. For 
example, pursuant to the FINRA Rule 7000 Series. See e.g., FINRA 
Rule 7230A(b) (noting that ``Participants shall transmit trade 
reports to the System for transactions in Reportable Securities as 
soon as practicable but no later than 10 seconds after execution . . 
.''). Trades in municipal securities are generally required within 
15 minutes of the time of trade. See MSRB Rule G-14(a)(ii).
---------------------------------------------------------------------------

    The Exchange recognizes that, while the ancillary recordkeeping 
mechanism will provide additional transparency into Security holdings, 
there are limitations in what the Ethereum

[[Page 51262]]

blockchain will reflect with regard to end-of-day Security balances as 
an ancillary recordkeeping mechanism given that all non-BSTX 
Participants' balances will be aggregated and reflected in an omnibus 
wallet address for each Security.\94\ In addition, the end-of-day token 
balances (which represent Securities) may be inaccurate or 
unavailable,\95\ such as when a BSTX Participant misreports its balance 
or under circumstances in which BSTX is unable to send the balances to 
the Wallet Manager or the Wallet Manager is unable to update the 
Ethereum blockchain, as discussed above. For these reasons, among 
others, the Exchange believes that initially using blockchain 
technology as an ancillary recordkeeping mechanism pursuant to which 
the Securities represented on the blockchain in tokenized form would 
not convey legal ownership is the appropriate way to explore the 
potential benefits of blockchain technology consistent with the 
protection of investors and the public interest.\96\ In the event of 
any disruption to the blockchain, the architecture of the Security (and 
its tokenized representation), or to the end-of-day Security balance 
reporting process, there would be no impact on the ability of market 
participants to trade Securities or current balances of Securities 
actually held by each market participant through the facilities of DTC, 
which the Exchange believes furthers the protection of investors and 
the public interest, consistent with Section 6(b)(5) of the Exchange 
Act.\97\ Moreover, the Exchange believes that the public has an 
interest in exploring the use of new technology, such as blockchain 
technology, and that such technology may be able to help perfect the 
mechanism of a free and open market and a national market system, 
consistent with Section 6(b)(5) of the Exchange Act.\98\ Finally, the 
Exchange believes that use of anonymized wallet addresses to track end-
of-day balances may prevent fraudulent and manipulative acts and 
practices, consistent with Section 6(b)(5) of the Exchange Act,\99\ 
because obscuring the identities of the wallet address owners may make 
it difficult to misuse any private information associated with these 
wallet addresses. The Exchange believes that the proposal is reasonably 
designed to introduce blockchain technology in a gradual way and in 
coordination and cooperation with the industry, the Commission, and the 
existing regulatory framework.\100\
---------------------------------------------------------------------------

    \94\ The Exchange does not believe that imposing the end-of-day 
Security reporting requirement on BSTX Participants is unfairly 
discriminatory or burdens competition because all market 
participants are free to choose whether to become a BSTX Participant 
or not and there is no limitation imposed by the Exchange on the 
ability to trade Securities on other markets. Market participants 
that voluntarily choose to become BSTX Participants must comply with 
the rules of the Exchange, but they remain free to become a member 
of another exchange that supports trading of Securities or to 
purchase the Securities OTC. The Exchange further notes that it 
believes the end-of-day Security balance reporting process would not 
impose a substantial burden on BSTX Participants, because it would 
not require significant resources or time.
    \95\ The Exchange notes that, pursuant to the end-of-day 
reporting process as provided in Rule 17020 and as explained in 
further detail above, in all cases the Exchange would provide 
Security balance information to the Wallet Manager based on reports 
provided by BSTX Participants, and in no case will the Exchange 
knowingly provide inaccurate information to the Wallet Manager. The 
Exchange believes that inaccuracies in end-of-day Security balances 
should not be routine, and has adopted a number of mechanisms as 
safeguards against potential inaccuracies, including a duty to 
promptly correct an inaccurate report, authority for the Exchange to 
request additional information, suspension of the reporting process, 
and potential disciplinary action against BSTX Participants who do 
not meet these requirements. See Proposed Rule 17020(e) and (f). 
Nevertheless, the Exchange has described here potential scenarios 
where potential inaccuracies could theoretically occur in the 
interest of full transparency. Ultimately, any reporting regime 
depends on the accuracy of the information reported to the reporting 
authority, including reporting regimes administered by the 
Commission such as large trader reporting, ATS quarterly transaction 
volume data, and security-based swap reporting. See e.g., 17 CFR 
13h-1(b)(1)(iii) (requiring prompt filing of a Form 13H filing at 
the end of each calendar quarter if any information in a Form 13H 
becomes inaccurate for any reason); Exchange Act Release No. 74244, 
80 FR 15464 (March 19, 2015) (``any system for transaction reporting 
must accommodate the possibility that certain data elements may be 
incorrectly reported.'').
    \96\ 15 U.S.C. 78f(b)(5).
    \97\ Id. The Exchange notes that the incidences of blockchain 
disruption or balance reporting issues would be mitigated by its 
proposals in Rules 17020 (e) and (f).
    \98\ 15 U.S.C. 78f(b)(5).
    \99\ Id.
    \100\ In the SIFMA April Letter, SIFMA asked about the 
implications of having end-of-day balance positions publicly 
available and whether the reporting system can be ``gamed'' by a 
BSTX Participant falsely reporting large holdings. SIFMA April 
Letter at 5. The Exchange notes that knowingly reporting a false 
number of Securities to the Exchange would be a direct violation of 
proposed Rule 17020, violate just and equitable principles of trade, 
and would be subject to disciplinary action by the Exchange. 
Nevertheless, if a BSTX Participant did try to ``game'' the 
ancillary recordkeeping process by, as SIFMA suggests, over- or 
under-reporting a quantity, it would not have any impact on the 
ability of the Securities to trade, clear or settle. Further, as 
described above, the balance information would not be useful to 
inform a market participant's trading in Securities because an 
observer of the blockchain would not know which market participant 
is associated with each wallet address, whether it is a DTC 
Participant reporting on behalf of multiple different BSTX 
participants, whether the position is long or short, and whether the 
position is for a customer or a proprietary position of the BSTX 
Participant. See supra notes 94 and 96 and accompanying text. 
Accordingly, it is unclear what purpose would be served or incentive 
there would be for a BSTX Participant to try to ``game'' the 
ancillary recordkeeping process. Attempting to do so offers no 
discernable advantage while at the same time exposing a BSTX 
Participant to disciplinary action.
---------------------------------------------------------------------------

K. Trading Securities on Other National Securities Exchanges and 
Implications Related to End-of-Day Reporting
    Securities would be eligible for trading on other national 
securities exchanges that extend unlisted trading privileges (``UTP'') 
to them. As described above in Part II.E, Securities would be held in 
``street name'' at DTC, have a CUSIP number, and would clear and settle 
through the facilities of a clearing agency registered with the SEC 
(i.e., NSCC and DTC respectively). As a result, Securities would be 
able to trade on other exchanges and OTC in the same manner as other 
NMS stock. Accordingly, other exchanges would be able to extend 
unlisted trading privileges to Securities in accordance with Commission 
rules. The end-of-day Security position balance reporting by BSTX 
Participants and the publication of such balance information on the 
blockchain does not impact the ability of Securities to trade on other 
exchanges or OTC.
    The Exchange proposes to include certain rules that contemplate the 
trading of Securities that may be listed on other national securities 
exchanges.\101\ Since there are currently no other national securities 
exchanges trading Securities, these rules would be implemented in 
anticipation of other exchanges eventually listing and trading their 
own Securities. BSTX recognizes that another exchange trading 
Securities, or the equivalent thereof, may require BSTX to adopt 
certain rules specific to such other exchange in order to extend 
unlisted trading privileges to the other exchange's Securities 
consistent with Rule 12f-5.\102\
---------------------------------------------------------------------------

    \101\ See e.g., proposed Rule 25040(e).
    \102\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

    The Exchange reiterates that the proposed ancillary recordkeeping 
process is entirely separate from the functioning and requirements of 
Regulation NMS, as discussed above in II.C. Securities may trade away 
from BSTX in a manner identical to all other NMS stocks.
    However, to the extent another exchange sought to adopt its own 
ancillary recordkeeping mechanism for BSTX-listed Securities, the 
Exchange believes there are multiple ways that this could be done. The 
Exchange cannot predict whether an exchange would want to establish an 
ancillary recordkeeping mechanism with respect

[[Page 51263]]

to BSTX-listed Securities, what model another exchange might choose, 
and how or whether such a structure would interact with the Exchange's 
end-of-day reporting structure. The Exchange expresses no view on the 
merits of any such hypothetical proposal other than to note that there 
is no limitation proposed here that would prevent another exchange from 
participating in the Exchange's ancillary recordkeeping process or 
establishing some alternative or complementary process. One possible 
way another exchange could structure its end-of-day Security balance 
reporting, would be for the exchange to adopt rules stating that it 
will collect end-of-day Security balance information from its members 
based on the balance in each participant's DTC account and then such 
exchange could send that information to BSTX to deliver to a Wallet 
Manager for posting to the Ethereum blockchain. No development of 
blockchain technology, smart contract functionality, or other similar 
technology would be required.\103\ An exchange could also support 
trading in BSTX-listed Securities without implementing such 
requirements. An exchange not wishing to report end-of-day balance 
positions directly to BSTX could instead engage its own version of a 
wallet manager that could communicate with BSTX's Waller Manager(s) to 
facilitate updates to the Ethereum blockchain.\104\ A third potential 
variation might be for an exchange to design its own reporting process 
and technology to facilitate ancillary recordkeeping, with no nexus to 
the BSTX reporting structure.\105\ The Exchange notes that it has no 
authority to bind another exchange to any particular reporting 
structure and is not proposing anything that would limit an exchange's 
ability to establish a similar, different, or integrated reporting 
structure. As noted above and elsewhere in this proposal, the 
Exchange's ancillary recordkeeping mechanism is not a function of 
Regulation NMS as it exists today, and this proposal should not be read 
to impose conditions on transactions or persons other than BSTX 
Participants. Securities clear and settle in the same manner as other 
NMS stock and therefore an exchange that chooses to extend UTP to 
Securities may trade them in the same manner as any other NMS stock 
without any end-of-day or blockchain reporting structure.
---------------------------------------------------------------------------

    \103\ By way of analogy, this is because an exchange that adopts 
such a reporting structure would be in a position similar to a BSTX 
Participant, in that it would simply be delivering end-of-day 
security balance totals to BSTX (or a Wallet Manager). Therefore, 
just as with BSTX Participants who need not develop any particular 
blockchain reporting technology pursuant to end-of-day reporting, an 
exchange that chose to send end-of-day Security balance reports to 
BSTX (or a Wallet Manager that BSTX used to update the Ethereum 
blockchain) would not need to develop any blockchain technology.
    \104\ Because the ancillary recordkeeping process proposed by 
the Exchange is not part of Regulation NMS or designed to facilitate 
compliance with Regulation NMS, it is unclear that it would be 
necessary for BSTX and such other exchange(s) to file a NMS plan 
with respect to coordinating ancillary recordkeeping mechanisms. A 
NMS plan is defined under the Exchange Act as any joint SRO plan in 
connection with: ``(i) the planning, development, operation or 
regulation of a national market system (or a subsystem thereof) or 
one or more facilities thereof; or (ii) the development and 
implementation of procedures and/or facilities designed to achieve 
compliance by a self-regulatory organizations and their members with 
any section of this Regulation NMS . . .'' 17 CFR 242.600(b)(44). 
Nevertheless, to the extent the Commission believed a NMS plan would 
be necessary to facilitate the coordination of ancillary 
recordkeeping processes, the Exchange would gladly welcome any such 
opportunity as it would promote more complete end-of-day Security 
balance records by including more market participants in the 
process. No other exchange has yet contacted the Exchange to express 
interest in establishing a coordinated ancillary recordkeeping 
process, but the Exchange would be pleased to engage other exchanges 
in this regard.
    \105\ An exchange need not even necessarily use blockchain 
technology to record end-of-day position balance reports of its 
members. Such a recordkeeping process would not be able to leverage 
the smart contract functionality built into BSTX-listed issuers' 
shares pursuant to the BSTX Protocol, but there is nothing in 
principle that would prevent another exchange from using its own 
systems or technology to create ancillary records of its members' 
Security balances. In such a case, the records published by the 
other exchange would reflect those of its members while the Etherum 
blockchain would reflect the balances of BSTX Participants. These 
would be separate sets of ancillary records.
---------------------------------------------------------------------------

    Market participants that wish to trade Securities and choose to 
become BSTX Participants or participants of another exchange that 
chooses to adopt some ancillary recordkeeping process would subject 
themselves to either BSTX's or the other exchange's ancillary reporting 
process or both. Of course, any market participant doing this would 
have to opt for participation in the relevant exchange, and any costs 
or compliance burden would be set forth in the rules of the relevant 
exchange.\106\ Any market participant that would not want to perform 
the reporting obligations could avoid doing so by simply choosing to 
not become a BSTX Participant or participant of any other exchange 
imposing end-of-day Security balance reporting requirements on its 
members.
---------------------------------------------------------------------------

    \106\ A market participant that chooses to become a BSTX 
Participant would only need to obtain a wallet address from the 
Exchange and comply with the end-of-day Security balance reporting 
requirement pursuant to proposed Rule 17020. There is no 
technological investment needed by BSTX Participants under the 
proposal related to the use of distributed ledger technology.
---------------------------------------------------------------------------

L. Benefits of a Security
    As described above, the proposed BSTX Rules contemplate the use of 
smart contract functionality to record end-of-day Security position 
balance information in tokenized form to the Ethereum blockchain as an 
ancillary recordkeeping mechanism. The Exchange's proposal thereby 
represents an ancillary pairing of blockchain technology with the 
existing equities market infrastructure, in a manner consistent with 
Section 6(b)(5) and other relevant provisions of the Exchange Act, as 
described herein. The Commission has stated that it is ``mindful of the 
benefits of increasing use of new technologies for investors and the 
markets, and has encouraged experimentation and innovation . . .'' 
\107\ stating further that ``[i]nformation and communications 
technologies are critical to healthy and efficient primary and 
secondary markets.'' \108\ Regarding the judgment of whether the 
benefits of certain technologies are meritorious, the Commission has 
explained its view that ``[t]he market will ultimately prove the worth 
of technology--whether the benefits to the industry and its investors 
of developing and using new services are greater than the associated 
costs.'' \109\ Consistent with these statements, the Exchange believes 
that promoting use of the functionality of smart contracts and their 
ability to allocate and re-allocate Security balances in tokenized form 
across multiple addresses in connection with end-of-day Security 
position balance information of BSTX Participants will allow market 
participants to observe and increase their familiarity with the 
capabilities and potential benefits of blockchain technology in a 
context that parallels current equity market infrastructure and thereby 
advance and protect the public's interest in the use and development of 
new data processing techniques that may create opportunities for more 
efficient, effective and safe securities markets.\110\ As noted, 
because the

[[Page 51264]]

blockchain and Security balances recorded on the Ethereum blockchain in 
tokenized form do not reflect legal ownership of the actual securities 
of BSTX-listed issuers, any disruption to the Ethereum blockchain, the 
Security architecture, or the end-of-day reporting process would have 
no impact on the ability of Securities to trade on BSTX or otherwise, 
which the Exchange believes furthers the protection of investors and 
the public interest, consistent with Section 6(b)(5) of the Exchange 
Act.\111\
---------------------------------------------------------------------------

    \107\ Securities and Exchange Commission, The Impact of Recent 
Technological Advances on the Securities Markets (Sep. 1997), 
available at: https://www.sec.gov/news/studies/techrp97.htm.
    \108\ Id.
    \109\ Id.
    \110\ Report of the Senate Committee on Banking, Housing & Urban 
Affairs, S. Rep. No. 94-75, at 8 (1975) (expressing Congress' 
finding that new data processing and communications systems create 
the opportunity for more efficient and effective markets). While the 
Exchange believes that its proposal represents an introductory step 
in pairing the benefits of blockchain technology with the current 
equity market infrastructure, other market participants and FINRA 
have recognized additional potential benefits to blockchain 
technology in various applications related to the securities 
markets. FINRA has stated ``[o]ne of the proposed benefits of 
[blockchain technology] is the ability to offer a timestamped, 
sequential, audit trail of transaction records. This may provide 
regulators and other interested parties (e.g., internal audit, 
public auditors) with the opportunity to leverage the technology to 
view the complete history of a transaction where it may not be 
available today and enhance existing records related to securities 
transactions.'' Financial Industry Regulatory Authority, Distributed 
Ledger Technology: Implications of Blockchain for the Securities 
Industry (January 2017), available at: https://www.finra.org/sites/default/files/FINRA_Blockchain_Report.pdf. Further, Paxos Trust 
Company echoed similar themes in connection with its receipt of no-
action relief from the Commission staff, and explained in its 
request letter certain benefits of blockchain technology including 
``greater data accuracy and transparency, advanced security, and 
increased levels of availability and operational efficiency[.]'' the 
Exchange believes such benefits may be generally relevant to future 
potential applications of blockchain technology. See Letter from 
Jeffrey S. Mooney, Division of Trading and Markets, Securities and 
Exchange Commission to Charles Cascarilla and Daniel Burstein, Paxos 
Trust Company, LLC re: Clearing Agency Registration Under Section 
17A(b)(1) of the Securities Exchange Act of 1934 (October 28, 2019), 
available at: https://www.sec.gov/divisions/marketreg/mr-noaction/2019/paxos-trust-company-102819-17a.pdf.
    \111\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

III. Proposed BSTX Rules
    The discussion in this Part III addresses the proposed BSTX Rules 
that would be adopted as Rule Series 17000 through 28000.
A. General Provisions of BSTX and Definitions (Rule 17000 Series)
    The Exchange proposes to adopt as its Rule 17000 Series (General 
Provisions of BSTX) a set of general provisions relating to the trading 
of Securities and other rules governing participation on BSTX. Proposed 
Rule 17000 sets forth the defined terms used throughout the BSTX Rules. 
The majority of the proposed definitions are substantially similar to 
defined terms used in other equities exchange rulebooks, such as with 
respect to the term ``customer.'' \112\ The Exchange proposes to set 
forth new definitions for certain terms to specifically identify 
systems, agreements, or persons as they relate to BSTX and as distinct 
from other Exchange systems, agreements, or persons that may be used in 
connection with the trading of other options on the Exchange.\113\ The 
Exchange also proposes to define certain unique terms relating to the 
trading of Securities, including the term ``Security'' itself \114\ and 
``Wallet Manager.'' \115\ The term ``Wallet Manager'' is defined to 
provide context to the wallet address whitelisting and end-of-day 
Security balance reporting processes used to update the Ethereum 
blockchain as an ancillary recordkeeping mechanism.\116\
---------------------------------------------------------------------------

    \112\ Proposed Rule 17000(a)(16) defines the term ``customer'' 
to not include a broker or dealer, which parallels the same 
definition in other exchange rulebooks. See e.g., IEX Rule 1.160(j). 
Similarly, the Exchange proposes to define the term ``Regular 
Trading Hours'' as the time between 9:30 a.m. and 4:00 p.m. Eastern 
Time. See proposed Rule 17000(a)(28) cf. IEX Rule 1.160(gg) 
(defining ``Regular Market Hours'' in the same manner).
    \113\ For example, the Exchange proposes to define the term 
``BSTX'' to mean the facility of the Exchange for executing 
transaction in Securities, the term ``BSTX Participant'' to mean a 
Participant or Options Participant (as those terms are defined in 
the Exchange's Rule 100 Series) that is authorized to trade 
Securities, and the term ``BSTX System'' to mean the automated 
trading system used by BSTX for the trading of Securities. See 
proposed Rule 17000(a)(8), (11), and (14).
    \114\ Proposed Rule 17000(a)(30) provides that the term 
``Security'' means a NMS stock, as defined in Rule 600(b)(47) of the 
Exchange Act, trading on the BSTX System and for which ancillary 
Ethereum blockchain records are maintained under the BSTX Rules. The 
proposed definition further specifies that references to a 
``security'' or ``securities'' in the Rules may include Securities.
    \115\ Proposed Rule 17000(a)(31) defines the term ``Wallet 
Manager'' as a party approved by BSTX to operate software compatible 
with the BSTX Protocol. See also supra Sections II.G and H. for a 
discussion of the role of a Wallet Manager.
    \116\ See supra note 62.
---------------------------------------------------------------------------

    In addition to setting forth proposed definitions used throughout 
the proposed Rules, the Exchange proposes to specify in proposed Rule 
17010 (Applicability) that the Rules set forth in the Rule 17000 Series 
to Rule 28000 Series apply to the trading, listing, and related matters 
pertaining to the trading of Securities. Proposed Rule 17010(b) 
provides that, unless specific Rules relating to Securities govern or 
unless the context otherwise requires, the provisions of any Exchange 
Rule (i.e., including Exchange Rules in the Rule 100 through 16000 
Series) shall be applicable to BSTX Participants.\117\ This is intended 
to make clear that BSTX Participants are subject to all of the 
Exchange's Rules that may be applicable to them, notwithstanding that 
their trading activity may be limited solely to trading Securities. The 
Exchange believes that the proposed definitions set forth in Rule 17000 
are consistent with Section 6(b)(5) of the Exchange Act \118\ because 
they protect investors and the public interest by setting forth clear 
definitions that help BSTX Participants understand and apply Exchange 
Rules. Without clearly defining terms used in the Exchanges Rules and 
providing clarity as to the Exchange Rules that may apply, market 
participants could be confused as to the application of certain rules, 
which could cause harm to investors.
---------------------------------------------------------------------------

    \117\ Proposed Rule 17010 further specifies that to the extent 
the provisions of the Rules relating to the trading of Securities 
contained in Rule 17000 Series to Rule 28000 Series are inconsistent 
with any other provisions of the Exchange Rules, the Rules relating 
to Security trading shall control.
    \118\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Proposed Rule 17020 sets forth the requirements to obtain a 
whitelisted wallet address from BSTX, and the end-of-day Security 
balance reporting, which are discussed in greater detail above in Parts 
II.G through L.
B. Participation on BSTX (Rule 18000 Series)
    The Exchange proposes to adopt as its Rule 18000 Series 
(Participation on BSTX), three rules setting forth certain requirements 
relating to participation on BSTX. Proposed Rule 18000 (BSTX 
Participation) establishes ``BSTX Participants'' as a new category of 
Exchange participation for effecting transactions on the BSTX System, 
provided they: (i) Complete the BSTX Participant Application, 
Participation Agreement, and User Agreement; \119\ (ii) be an existing 
Options Participant or become a Participant of the Exchange pursuant to 
the Rule 2000 Series; and (iii) provide such other information as 
required by the Exchange.\120\ Proposed Rule 18010 (Requirements for 
BSTX Participants) sets forth certain requirements for BSTX 
Participants including requirements that each BSTX Participant comply 
with Rule 15c3-1 under the Exchange Act, comply with applicable books 
and records requirements, and be a member of a registered clearing 
agency or clear Security transactions through another BSTX Participant 
that is a member/participant of a registered clearing agency.\121\ 
Finally, proposed Rule 18020

[[Page 51265]]

(Associated Persons) provides that associated persons of a BSTX 
Participant are bound by the Rules of the Exchange to the same extent 
as each BSTX Participant.
---------------------------------------------------------------------------

    \119\ The BSTX Participant Application, Participation Agreement, 
and User Agreement are attached as Exhibits 3A, 3B, and 3C 
respectively.
    \120\ Proposed Rule 18000 also sets forth the Exchange's review 
process regarding BSTX Participation Agreements and certain 
limitations on the ability to transfer BSTX Participant status 
(e.g., in the case of a change of control). In addition proposed 
Rule 18000(b)(2) provides that a BSTX Participant shall continue to 
abide by all applicable requirements of the Rule 2000 Series, which 
would include, for example, IM-2040-5, which specifies continuing 
education requirements of Exchange Participants and their associated 
persons.
    \121\ Proposed Rule 18010(b) is similar to the rules of existing 
exchanges. See e.g., IEX Rule 2.160(c). Proposed Rule 18010(a) is 
also similar to the rules of existing exchanges. See e.g., IEX Rule 
1.160(s) and Cboe BZX Rule 17.2(a).
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 18000 Series 
(Participation on BSTX) is consistent with Section 6(b)(5) of the 
Exchange Act \122\ because these proposed rules are designed to promote 
just and equitable principles of trade, and protect investors and the 
public interest by setting forth the requirements to become a BSTX 
Participant and specifying that associated persons of a BSTX 
Participant are bound by Exchange Rules. Under proposed Rule 18000, a 
BSTX Participant must first become an Exchange Participant pursuant to 
the Exchange Rule 2000 Series which the Exchange believes would help 
assure that BSTX Participants meet the appropriate standards for 
trading on BSTX in furtherance of the protection of investors.\123\
---------------------------------------------------------------------------

    \122\ 15 U.S.C. 78f(b)(5).
    \123\ The Exchange notes that the approach of requiring members 
of a facility of an exchange to first become members of the exchange 
is consistent with the approach used by another national securities 
exchange. See Cboe BZX Rule 17.1(b)(3) (requiring that a Cboe BZX 
options member be an existing member or become a member of the Cboe 
BZX equities exchange pursuant to the Cboe BZX Chapter II Series).
---------------------------------------------------------------------------

C. Business Conduct for BSTX Participants (Rule 19000 Series)
    The Exchange proposes to adopt as its Rule 19000 Series (Business 
Conduct for BSTX Participants), twenty two rules relating to business 
conduct requirements for BSTX Participants that are substantially 
similar to business conduct rules of other exchanges.\124\ The proposed 
Rule 19000 Series would specify business conduct requirements with 
respect to: (i) Just and equitable principles of trade; \125\ (ii) 
adherence to law; \126\ (iii) use of fraudulent devices; \127\ (iv) 
false statements; \128\ (v) know your customer; \129\ (vi) fair dealing 
with customers; \130\ (vii) suitability; \131\ (viii) the prompt 
receipt and delivery of securities; \132\ (ix) charges for services 
performed; \133\ (x) use of information obtained in a fiduciary 
capacity; \134\ (xi) publication of transactions and quotations; \135\ 
(xii) offers at stated prices; \136\ (xiii) payments involving 
publications that influence the market price of a security; \137\ (xiv) 
customer confirmations; \138\ (xv) disclosure of a control relationship 
with an issuer of Securities; \139\ (xvi) discretionary accounts; \140\ 
(xvii) improper use of customers' securities or funds and a prohibition 
against guarantees and sharing in accounts; \141\ (xviii) the extent to 
which sharing in accounts is permissible; \142\ (xix) communications 
with customers and the public; \143\ (xx) gratuities; \144\ (xxi) 
telemarketing; \145\ and (xxii) mandatory systems testing.\146\ The 
Exchange notes that the proposed financial responsibility rules are 
virtually identical to those of other national securities exchanges 
other than changes to defined terms and certain other provisions that 
would not apply to the trading of Securities on the BSTX System.\147\
---------------------------------------------------------------------------

    \124\ See Cboe BZX Chapter 5 rules. See also IEX Rule 5.150 with 
respect to proposed Rule 21040 (Prevention of the Misuse of 
Material, Non-Public Information).
    \125\ Proposed Rule 19000 (Just and Equitable Principles of 
Trade) provides that no BSTX Participant, including its associated 
persons, shall engage in acts or practices inconsistent with just 
and equitable principles of trade.
    \126\ Proposed Rule 19010 (Adherence to Law) generally requires 
BSTX Participants to adhere to applicable laws and regulatory 
requirements.
    \127\ Proposed Rule 19020 (Use of Fraudulent Devices) generally 
prohibits BSTX Participants from effecting a transaction in any 
security by means of a manipulative, deceptive or other fraudulent 
device or contrivance.
    \128\ Proposed Rule 19030 (False Statements) generally prohibits 
BSTX Participants and their associated persons from making false 
statements or misrepresentations in communications with the 
Exchange.
    \129\ Proposed Rule 19040 (Know Your Customer) requires BSTX 
Participants to comply with FINRA Rule 2090 as if such rule were 
part of the Exchange Rules.
    \130\ Proposed Rule 19050 (Fair Dealing with Customers) 
generally requires BSTX Participants to deal fairly with customers 
and specifies certain activities that would violate the duty of fair 
dealing (e.g., churning or overtrading in relation to the objectives 
and financial situation of a customer).
    \131\ Proposed Rule 19060 (Suitability) provides that BSTX 
Participants and their associated persons shall comply with FINRA 
Rule 2111 as if such rule were part of the Exchange Rules.
    \132\ Proposed Rule 19070 (Prompt Receipt and Delivery of 
Securities) would generally prohibit a BSTX Participant from 
accepting a customer's purchase order for a security until it can 
determine that the customer agrees to receive the securities against 
payment.
    \133\ Proposed Rule 19080 (Charges for Services Performed) 
generally requires that charges imposed on customers by broker-
dealers shall be reasonable and not unfairly discriminatory.
    \134\ Proposed Rule 19090 (Use of Information Obtained in a 
Fiduciary Capacity) generally restricts the use of information as to 
the ownership of securities when acting in certain capacities (e.g., 
as a trustee).
    \135\ Proposed Rule 19100 (Publication of Transactions and 
Quotations) generally prohibits a BSTX Participant from 
disseminating a transaction or quotation information unless the BSTX 
Participant believes it to be bona fide.
    \136\ Proposed Rule 19110 (Offers at Stated Prices) generally 
prohibits a BSTX Participant from offering to transact in a security 
at a stated price unless it is in fact prepared to do so.
    \137\ Proposed Rule 19120 (Payments Involving Publications that 
Influence the Market Price of a Security) generally prohibits direct 
or indirect payments with the aim of disseminating information that 
is intended to effect the price of a security.
    \138\ Proposed Rule 19130 (Customer Confirmations) requires that 
BSTX Participants comply with Rule 10b-10 of the Exchange Act. 17 
CFR 240.10b-10.
    \139\ Proposed Rule 19140 (Disclosure of Control Relationship 
with Issuer) generally requires BSTX Participants to disclose any 
control relationship with an issuer of a security before effecting a 
transaction in that security for the customer.
    \140\ Proposed Rule 19150 (Discretionary Accounts) generally 
provides certain restrictions on BSTX Participants handling of 
discretionary accounts, such as by effecting excessive transactions 
or obtained authorization to exercise discretionary powers.
    \141\ Proposed Rule 19160 (Improper Use of Customers' Securities 
or Funds and Prohibition against Guarantees and Sharing in Accounts) 
generally prohibits BSTX Participants from making improper use of 
customers securities or funds and prohibits guarantees to customers 
against losses.
    \142\ Proposed Rule 19170 (Sharing in Accounts; Extent 
Permissible) generally prohibits BSTX Participants and their 
associated persons from sharing directly or indirectly in the profit 
or losses of the account of a customer unless certain exceptions 
apply such as where an associated person receives prior written 
authorization from the BSTX Participant with which he or she is 
associated.
    \143\ Proposed Rule 19180 (Communications with Customers and the 
Public) generally provides that BSTX Participants and their 
associated persons shall comply with FINRA Rule 2210 as if such rule 
were part of the Exchange Rules.
    \144\ Proposed Rule 19200 (Gratuities) requires BSTX 
Participants to comply with the requirements set forth in BOX 
Exchange Rule 3060 (Gratuities).
    \145\ Proposed Rule 19210 (Telemarketing) requires that BSTX 
Participants and their associated persons comply with FINRA Rule 
3230 as if such rule were part of the Exchange's Rules.
    \146\ Proposed Rule 19220 (Mandatory Systems Testing) requires 
that BSTX Participants comply with Exchange Rule 3180 (Mandatory 
Systems Testing).
    \147\ For example, the Exchange is not proposing to adopt a rule 
contained in other exchanges' business conduct rules relating to 
disclosures that broker-dealers give to their customers regarding 
the risks of effecting securities transactions during times other 
than during regular trading hours (e.g., higher volatility, possibly 
lower liquidity) because executions may only occur during regular 
trading hours on the BSTX System. See e.g., IEX Rule 3.290, Cboe BZX 
Rule 3.21.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 19000 Series (Business 
Conduct) is consistent with Section 6(b)(5) of the Exchange Act \148\ 
because these proposed rules are designed to prevent fraudulent and 
manipulative acts and practices, promote just and equitable principles 
of trade, and protect investors and the public interest by setting 
forth appropriate standards of conduct applicable to BSTX Participants 
in carrying out their business activities. For example, proposed Rule 
19000 (Just and Equitable Principles of Trade) and 19010 (Adherence to 
Law) would prohibit BSTX Participants from engaging in acts or 
practices inconsistent with just and equitable principles of trade or 
that would violate

[[Page 51266]]

applicable laws and regulations. Similarly, proposed Rule 19050 (Fair 
Dealing with Customers) would require that BSTX Participants deal 
fairly with their customers and proposed Rule 19030 (False Statements) 
would generally prohibit BSTX Participants, or their associated persons 
from making false statements or misrepresentations to the Exchange. The 
Exchange believes that requiring that BSTX Participants comply with the 
proposed business conduct rules in the Rule 19000 Series would further 
the protection of investors and the public interest by promoting high 
standards of commercial honor and integrity. In addition, each of the 
rules in the proposed Rule 19000 Series (Business Conduct) is 
substantially similar to supervisory rules of other exchanges.\149\
---------------------------------------------------------------------------

    \148\ 15 U.S.C. 78f(b)(5).
    \149\ See supra note 134.
---------------------------------------------------------------------------

D. Financial and Operational Rules for BSTX Participants (Rule 20000 
Series)
    The Exchange proposes to adopt as its Rule 20000 Series (Financial 
and Operational Rules), ten rules relating to financial and operational 
requirements for BSTX Participants that are substantially similar to 
financial and operational rules of other exchanges.\150\ The proposed 
Rule 20000 Series would specify financial and operational requirements 
with respect to: (i) Maintenance and furnishing of books and records; 
\151\ (ii) financial reports; \152\ (iii) net capital compliance; \153\ 
(iv) early warning notifications pursuant to Rule 17a-11 under the 
Exchange Act; \154\ (v) authority of the Chief Regulatory Officer to 
impose certain restrictions; \155\ (vi) margin; \156\ (vii) day-trading 
margin; \157\ (viii) customer account information; \158\ (ix) 
maintaining records of customer complaints; \159\ and (x) disclosure of 
financial condition.\160\
---------------------------------------------------------------------------

    \150\ See Cboe BZX Chapter 6 rules and IEX Chapter 5 rules.
    \151\ Proposed Rule 20000 (Maintenance, Retention and Furnishing 
of Books, Records and Other Information) requires that BSTX 
Participants comply with current Exchange Rule 1000 (Maintenance, 
Retention and Furnishing of Books, Records and Other Information) 
and that BSTX Participants shall submit to the Exchange order, 
market and transaction data as the Exchange may specify by 
Information Circular.
    \152\ Proposed Rule 20010 (Financial Reports) provides that BSTX 
Participants shall comply with the requirements of current Exchange 
Rule 10020 (Financial Reports).
    \153\ Proposed Rule 20020 (Capital Compliance) provides that 
each BSTX Participant subject to Rule 15c3-1 under the Exchange Act 
(17 CFR 240.15c3-1) shall comply with such rule and other financial 
and operational rules contained in the proposed Rule 20000 series.
    \154\ 17 CFR 240.17a-11. Proposed Rule 20030 (``Early Warning'' 
Notification) provides that BSTX Participants subject to the 
reporting or notifications requirements of Rule 17a-11 under the 
Exchange Act (17 CFR 240.17a-11) or similar ``early warning'' 
requirements imposed by other regulators shall provide the Exchange 
with certain reports and financial statements.
    \155\ Proposed Rule 20040 (Power of CRO to Impose Restrictions) 
generally provides that the Exchange's Chief Regulatory Officer may 
impose restrictions and conditions on a BSTX Participant subject to 
the early warning notification requirements under certain 
circumstances.
    \156\ Proposed Rule 20050 (Margin) sets forth the required 
margin amounts for certain securities held in a customer's margin 
account.
    \157\ Proposed Rule 20060 (Day Trading Margin) sets forth 
additional requirements with respect to customers that engage in day 
trading.
    \158\ Proposed Rule 20070 (Customer Account Information) 
requires that BSTX Participants comply with FINRA Rule 4512 as if 
such rule were part of the Exchange Rules and further clarifies 
certain cross-references within FINRA Rule 4512.
    \159\ Proposed Rule 20080 (Record of Written Customer 
Complaints) requires that BSTX Participants comply with FINRA Rule 
4513 as if such rule were part of the Exchange Rules.
    \160\ Proposed Rule 20090 (Disclosure of Financial Condition) 
generally requires that BSTX Participants make available certain 
information regarding the BSTX Participant's financial condition 
upon request of a customer.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 20000 (Financial and 
Operational Rules) Series is consistent with Section 6(b)(5) of the 
Exchange Act \161\ because these proposed rules are designed to prevent 
fraudulent and manipulative acts and practices, promote just and 
equitable principles of trade, and protect investors and the public 
interest by subjecting BSTX Participants to certain recordkeeping, 
disclosure, and related requirements designed to ensure that BSTX 
Participants conduct themselves in a financially responsible manner. 
For example, proposed Rule 20000 would require BSTX Participants to 
comply with existing Exchange Rule 1000, which sets forth certain 
recordkeeping responsibilities and the obligation to furnish these to 
the Exchange upon request so that the Exchange can appropriately 
monitor the financial condition of a BSTX Participant and its 
compliance with applicable regulatory requirements. Similarly, proposed 
Rule 20050 would set forth the margin requirements that BSTX 
Participants must retain with respect to customers trading in a margin 
account to ensure that BSTX Participants are not extending credit to 
customers in a manner that might put the financial condition of the 
BSTX Participant in jeopardy. Each of the proposed rules in the Rule 
20000 Series (Financial and Operational Rules) is substantially similar 
to existing rules of other exchanges or incorporates an existing rule 
of the Exchange or another self-regulatory organization (``SRO'') by 
reference.
---------------------------------------------------------------------------

    \161\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

E. Supervision (Rule 21000 Series)
    The Exchange proposes to adopt as its Rule 21000 Series 
(Supervision), six rules relating to certain supervisory requirements 
for BSTX Participants that are substantially similar to supervisory 
rules of other exchanges.\162\ The Proposed Rule 21000 Series would 
specify supervisory requirements with respect to: (i) Enforcing written 
procedures to appropriately supervise the BSTX Participant's conduct 
and compliance with applicable regulatory requirements; \163\ (ii) 
designation of an individual to carry out written supervisory 
procedures; \164\ (iii) maintenance and keeping of records carrying out 
the BSTX Participant's written supervisory procedures; \165\ (iv) 
review of activities of each of a BSTX Participant's offices, including 
periodic examination of customer accounts to detect and prevent 
irregularities or abuses; \166\ (v) the prevention of the misuse of 
material non-public information; \167\ and (vi) implementation of an 
anti-money laundering (``AML'') compliance program.\168\ These rules 
are designed to ensure that BSTX Participants are able to appropriately 
supervise their business activities, review and maintain records with 
respect to such supervision, and enforce specific procedures relating 
insider-trading and AML.
---------------------------------------------------------------------------

    \162\ See Cboe BZX Chapter 5 rules. See also IEX Rule 5.150 with 
respect to proposed Rule 21040 (Prevention of the Misuse of 
Material, Non-Public Information).
    \163\ Proposed Rule 21000 (Written Procedures).
    \164\ Proposed Rule 21010 (Responsibility of BSTX Participants) 
would also require that a copy of a BSTX's written supervisory 
procedures be kept in each office and makes clear that final 
responsibility for proper supervision rests with the BSTX 
Participant.
    \165\ Proposed Rule 21020 (Records).
    \166\ Proposed Rule 21030 (Review of Activities).
    \167\ Proposed Rule 21040 (Prevention of the Misuse of Material, 
Non-Public Information) generally requires BSTX Participants to 
enforce written procedures designed to prevent misuse of material 
non-public information and sets forth examples of conduct that would 
constitute a misuse of material, non-public information.
    \168\ Proposed Rule 21050 (Anti-Money Laundering Compliance 
Program). The Exchange already has rules with respect to Exchange 
Participants enforcing an AML compliance program set forth in 
Exchange Rule 10070 (Anti-Money Laundering Compliance Program), so 
proposed Rule 21050 specifies that BSTX Participants shall comply 
with the requirements of that pre-existing rule.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 21000 (Supervision) 
Series is consistent with Section 6(b)(5) of the Exchange Act \169\ 
because these proposed rules are designed to prevent fraudulent and 
manipulative acts and

[[Page 51267]]

practices, promote just and equitable principles of trade, and protect 
investors and the public interest by ensuring that BSTX Participants 
have appropriate supervisory controls in place to carry out their 
business activities in compliance with applicable regulatory 
requirements. For example, proposed Rule 21000 (Written Procedures) 
would require BSTX Participants to enforce written procedures which 
enable them to supervise the activities of their associated persons and 
proposed Rule 21010 (Responsibility of BSTX Participants) would require 
a BSTX Participant to designate a person in each office to carry out 
written supervisory procedures. Requiring appropriate supervision of a 
BSTX Participant's business activities and associated persons would 
promote compliance with the federal securities laws and other 
applicable regulatory requirements in furtherance of the protection of 
investors and the public interest.\170\ In addition, each of the rules 
in the proposed Rule 21000 Series (Supervision) is substantially 
similar to supervisory rules of other exchanges.\171\
---------------------------------------------------------------------------

    \169\ 15 U.S.C. 78f(b)(5).
    \170\ Id.
    \171\ See supra note 172.
---------------------------------------------------------------------------

F. Miscellaneous Provisions (Rule 22000 Series)
    The Exchange proposes to adopt as its Rule 22000 Series 
(Miscellaneous Provisions), six rules relating to a variety of 
miscellaneous requirements applicable to BSTX Participants that are 
substantially similar to rules of other exchanges.\172\ These 
miscellaneous provisions relate to: (i) Comparison and settlement 
requirements; \173\ (ii) failures to deliver and failures to receive; 
\174\ (iii) forwarding of proxy and other issuer-related materials; 
\175\ (iv) commissions; \176\ (v) regulatory services agreements; \177\ 
and (vi) transactions involving Exchange employees.\178\ These rules 
are designed to capture additional regulatory requirements applicable 
to BSTX Participants, such as setting forth their obligation to deliver 
proxy materials at the request of an issuer and to incorporate by 
reference Rule 200-203 of Regulation SHO.\179\
---------------------------------------------------------------------------

    \172\ See Cboe BZX Chapter 13 rules. See also IEX Rule 6.180 
with respect to proposed Rule 22050 (Transactions Involving BOX 
Employees).
    \173\ Proposed Rule 22000 (Comparison and Settlement 
Requirements) provides that a BSTX Participant that is a member of a 
registered clearing agency shall implement comparison and settlement 
procedures as may be required under the rules of such entity. The 
proposed rule would further provide that, notwithstanding this 
general provision, the Board may extend or postpone the time of 
delivery of a BSTX transaction whenever the Board determines that it 
is called for by the public interest, just and equitable principles 
of trade or to address unusual conditions. In such a case, delivery 
will occur as directed by the Board.
    \174\ Proposed Rule 22010 (Failure to Deliver and Failure to 
Receive) provides that borrowing and deliveries must be effected in 
accordance with Rule 203 of Regulation SHO (17 CFR 242.203) and 
incorporates Rules 200-203 of Regulation SHO by reference into the 
rule (17 CFR Sec. Sec.  242.200-203).
    \175\ Proposed Rule 22020 (Forwarding of Proxy and Other 
Information; Proxy Voting) generally provides that BSTX Participants 
shall forward proxy materials when requested by an issuer and sets 
forth certain conditions and limitations for BSTX Participants to 
give a proxy to vote stock that is registered in its name.
    \176\ Proposed Rule 22030 (Commissions) provides that the 
Exchange Rules or practices shall not be construed to allow a BSTX 
Participant or its associated persons to agree or arrange for the 
charging of fixed rates commissions for transactions on the 
Exchange.
    \177\ Proposed Rule 22040 (Regulatory Service Agreement) 
provides that the Exchange may enter into regulatory services 
agreements with other SROs to assist in carrying out regulatory 
functions, but the Exchange shall retain ultimate legal 
responsibility for, and control of, its SRO responsibilities.
    \178\ Proposed Rule 22040 (Transactions Involving Exchange 
Employees) sets forth conditions and limitations on a BSTX 
Participant providing loans or supporting the account of an Exchange 
employee (e.g., promptly obtaining and implementing an instruction 
from the employee to provide duplicate account statement to the 
Exchange) in order to mitigate any potential conflicts of interest 
that might arise from such a relationship.
    \179\ 17 CFR Sec. Sec.  242.200-203.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 22000 (Miscellaneous 
Provisions) Series is consistent with Section 6(b)(5) of the Exchange 
Act \180\ because these proposed rules are designed to prevent 
fraudulent and manipulative acts and practices, promote just and 
equitable principles of trade, and protect investors and the public 
interest by ensuring that BSTX Participants comply with additional 
regulatory requirements, such as Rule 203 of Regulation SHO \181\ as 
provided in proposed Rule 22010 (Failure to Deliver and Failure to 
Receive), in connection with their participation on BSTX. For example, 
proposed Rule 22030 (Commissions) prohibits BSTX Participants from 
charging fixed rates of commissions for transactions on the Exchange 
consistent with Section 6(e)(1) of the Exchange Act.\182\ Similarly, 
proposed Rule 22050 (Transactions involving Exchange Employees) sets 
forth certain requirements and prohibitions relating to a BSTX 
Participant providing certain financial services to an Exchange 
employee, which the Exchange believes helps prevent potentially 
fraudulent and manipulative acts and practices and furthers the 
protection of investors and the public interest.
---------------------------------------------------------------------------

    \180\ 15 U.S.C. 78f(b)(5).
    \181\ 17 CFR 242.203.
    \182\ 15 U.S.C. 78f(e)(1).
---------------------------------------------------------------------------

G. Trading Practice Rules (Rule 23000 Series)
    The Exchange proposes to adopt as its Rule 23000 Series (Trading 
Practice Rules), 14 rules relating to trading practice requirements for 
BSTX Participants that are substantially similar to trading practice 
rules of other exchanges.\183\ The proposed Rule 23000 series would 
specify trading practice requirements related to: (i) Market 
manipulation; (ii) fictitious transactions; (iii) excessive sales by a 
BSTX Participant; (iv) manipulative transactions; (v) dissemination of 
false information; (vi) prohibition against trading ahead of customer 
orders; (vii) joint activity; (viii) influencing data feeds; (ix) trade 
shredding; (x) best execution; (xi) publication of transactions and 
changes; (xii) trading ahead of research reports; (xiii) front running 
of block transactions; and (xiv) a prohibition against disruptive 
quoting and trading activity. The purpose of the trading practice rules 
is to set forth standards and rules relating to the trading conduct of 
BSTX Participants, primarily with respect to prohibiting forms of 
market manipulation and specifying certain obligations broker-dealers 
have to their customers, such as the duty of best execution. For 
example, proposed Rule 23000 (Market Manipulation) sets forth a general 
prohibition against a BSTX Participant purchasing a security at 
successively higher prices or sales of a security at successively lower 
prices, or to otherwise engage in activity for the purpose of creating 
or inducing a false, misleading or artificial appearance of activity in 
such security.\184\ Proposed Rule 23010 (Fictitious Transactions) 
similarly prohibits BSTX Participants from fictitious transaction 
activity, such as executing a transaction which involves no beneficial 
change in ownership, and proposed Rule 23020 (Excessive Sales by a BSTX 
Participant) prohibits a BSTX Participant from executing purchases or 
sales in any security trading on the Exchange for any account in which 
it has an interest, which are excessive in view of the BSTX 
Participant's financial resources or in view of the market for such 
security.\185\ Proposed Rule 23060 (Joint

[[Page 51268]]

Activity) prohibits a BSTX Participant from directly or indirectly 
holding any interest or participation in any joint account for buying 
or selling a security traded on the Exchange unless reported to the 
Exchange with certain information provided and proposed Rule 23090 
(Best Execution) reaffirms BSTX Participants best execution obligations 
to their customers.\186\
---------------------------------------------------------------------------

    \183\ See Cboe BZX Chapter 12 rules.
    \184\ Proposed Rule 23030 (Manipulative Transactions) specifies 
further prohibitions relating to potential manipulation by 
prohibiting BSTX Participants from, among other things, 
participating or having any direct or indirect interest in the 
profits of a manipulative operation or knowingly managing or 
financing a manipulative operation.
    \185\ Other proposed rules relating to potential manipulation 
include: (i) Rule 23040 (Dissemination of False Information), which 
generally prohibits, consistent with Exchange Rule 3080, BSTX 
Participants from spreading information that is false or misleading; 
(ii) Rule 23070 (Influencing Data Feeds), which generally prohibits 
transactions to influence data feeds; (iii) Rule 23080 (Trade 
Shredding), which generally prohibits conduct that has the intent or 
effect of splitting any order into multiple smaller orders for the 
primary purpose of maximizing remuneration to the BSTX Participant; 
(iv) Rule 23110 (Trading Ahead of Research Reports), which generally 
prohibits BSTX Participants from trading based on non-public advance 
knowledge of a research report and requires BSTX Participants to 
enforce policies and procedures to limit information flow from 
research personnel to trading personnel that might trade on such 
information; (v) Rule 23120 (Front Running Block Transactions), 
which incorporates FINRA Rule 5270 as though it were part of the 
Exchange's Rules; and (vi) Rule 23130 (Disruptive Quoting and 
Trading Activity Prohibited), which incorporates Exchange Rule 3220 
by reference.
    \186\ In addition, proposed Rule 23100 (Publication of 
Transactions and Changes) provides that the Exchange will 
disseminate transaction information to appropriate data feeds, BSTX 
participants must provide information necessary to facilitate the 
dissemination of such information, and that an Exchange official 
shall be responsible for approving corrections to any reports 
transmitted over data feeds.
---------------------------------------------------------------------------

    Proposed Rule 23050 (Prohibition against Trading Ahead of Customer 
Orders) is substantially similar to FINRA 5320 and rules adopted by 
other exchanges,\187\ and generally prohibits BSTX Participants from 
trading ahead of customer orders unless certain enumerated exceptions 
are available and requires BSTX Participants to have a written 
methodology in place governing execution priority to ensure compliance 
with the Rule. The Exchange proposes to adopt each of the exceptions to 
the prohibition against trading ahead of customer orders as provided in 
FINRA Rule 5320 other than the exception related to trading outside of 
normal market hours, since trading on the Exchange would be limited to 
regular trading hours.
---------------------------------------------------------------------------

    \187\ See e.g., Cboe BZX Rule 12.6.
---------------------------------------------------------------------------

    The Exchange proposes to adopt the order handling procedures 
requirement in proposed Rule 23050(i) consistent with the rules of 
other exchanges.\188\ Specifically, proposed Rule 23050(i) would 
provide that a BSTX Participant must make every effort to execute a 
marketable customer order that it receives fully and promptly and must 
cross customer orders when they are marketable against each other 
consistent with the proposed Rule.
---------------------------------------------------------------------------

    \188\ See e.g., Cboe BZX Rule 12.6.07.
---------------------------------------------------------------------------

    The Exchange proposes to adopt a modified version of the exception 
set forth in FINRA Rule 5320.06 relating to minimum price improvement 
standards as proposed in Rule 23050(h). Under proposed Rule 23050(h), 
BSTX Participants would be permitted to execute an order on a 
proprietary basis when holding an unexecuted limit order in that same 
security without being required to execute the held limit order 
provided that they give price improvement of $0.01 to the unexecuted 
held limit order. While FINRA Rule 5320.06 sets forth alternate, lower 
price improvement standards for securities priced below $1, the 
Exchange proposes to adopt a uniform price improvement requirement of 
$0.01 for securities traded on the BSTX System consistent with the 
Exchange's proposed uniform minimum price variant of $0.01 set forth in 
proposed Rule 25030.
    In addition, the Exchange proposes to adopt an exception for bona 
fide error transactions as proposed in Rule 25030(g) which would allow 
a BSTX Participant to trade ahead of a customer order if the trade is 
to correct a bona fide error, as defined in the rule. This proposed 
exception is nearly identical to similar exceptions of other exchanges 
\189\ except that other exchange rules also provide an exception 
whereby firms may submit a proprietary order ahead of a customer order 
to offset a customer order that is in an amount other than a round lot 
(i.e., 100 shares). The Exchange is not adopting an exception for odd-
lot orders under these circumstances because the minimum unit of 
trading for Securities pursuant to proposed Rule 25020 is one Security. 
The Exchange believes that there may be a notable amount of trading in 
amounts of less than 100 Securities (i.e., trading in odd-lot amounts), 
and the Exchange accordingly does not believe that it is appropriate to 
allow BSTX Participants to trade ahead of customer orders just to 
offset an odd-lot customer order.
---------------------------------------------------------------------------

    \189\ See e.g., Cboe BZX Rule 12.5.05.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 23000 Series relating 
to trading practice rules is consistent with Section 6(b)(5) of the 
Exchange Act \190\ because these proposed rules are designed to prevent 
fraudulent and manipulative acts and practices that could harm 
investors and to promote just and equitable principles of trade. The 
proposed rules in the Rule 23000 Series are substantially similar to 
the rules of other exchanges and generally include a variety of 
prohibitions against types of trading activity or other conduct that 
could potentially be manipulative, such as prohibitions against market 
manipulation, fictitious transactions, and the dissemination of false 
information. The Exchange has proposed to exclude certain provisions 
from, or make certain modifications to, comparable rules of other SROs, 
as detailed above, in order to account for certain unique aspects 
related to the proposed trading of Securities. The Exchange believes 
that it is consistent with applicable requirements under the Exchange 
Act to exclude these provisions and exceptions because they set forth 
requirements that would not apply to BSTX Participants trading in 
Securities and are not necessary for the Exchange to carry out its 
functions of facilitating Security transactions and regulating BSTX 
Participants.
---------------------------------------------------------------------------

    \190\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

H. Disciplinary Rules (Rule 24000 Series)
    With respect to disciplinary matters, the Exchange proposes to 
adopt Rule 24000 (Discipline and Summary Suspension), which provides 
that the provisions of the Exchange Rule 11000 Series (Summary 
Suspension), 12000 Series (Discipline), 13000 Series (Review of Certain 
Exchange Actions), and 14000 Series (Arbitration) of the Exchange Rules 
shall be applicable to BSTX Participants and trading on the BSTX 
System. The Exchange already has Rules pertaining to discipline and 
suspension of Exchange Participants that it proposes to extend to BSTX 
Participants and trading on the BSTX System. The Exchange also proposes 
to adopt as Rule 24010 a minor rule violation plan with respect to 
transactions on BSTX.\191\
---------------------------------------------------------------------------

    \191\ The proposed additions to the Exchange's minor rule 
violation plan pursuant to proposed Rule 24010 are discussed below 
in Part IV.
---------------------------------------------------------------------------

    Proposed Rule 24000 incorporates by reference existing rules that 
have already been approved by the Commission.
I. Trading Rules and the BSTX System (Rule 25000 Series)
1. Rule 25000-Access To and Conduct on the BSTX Marketplace
    The Exchange proposes to adopt Rule 25000 (Access to and Conduct on 
the BSTX Marketplace) to set forth rules relating to access to the BSTX 
System and certain conduct requirements applicable to BSTX 
Participants. Specifically, proposed Rule 25000 provides that only BSTX 
Participants, including their associated persons, that are approved for 
trading on the BSTX

[[Page 51269]]

System shall effect any transaction on the BSTX System. Proposed Rule 
25000(b) generally requires that a BSTX Participant maintain a list of 
authorized traders that may obtain access to the BSTX System on behalf 
of the BSTX Participant, have procedures in place reasonably designed 
to ensure that all authorized traders comply with Exchange Rules and to 
prevent unauthorized access to the BSTX System, and to provide the list 
of authorized traders to the Exchange upon request. Proposed Rule 
25000(c) and (d) restate provisions that are already set forth in 
Exchange Rule 7000, generally providing that BSTX Participants shall 
not engage in conduct that is inconsistent with the maintenance of a 
fair and orderly market or the ordinary and efficient conduct of 
business, as well as conduct that is likely to impair public confidence 
in the operations of the Exchange. Examples of such prohibited conduct 
include failure to abide by a determination of the Exchange, refusal to 
provide information requested by the Exchange, and failure to 
adequately supervise employees. Proposed Rule 25000(f) provides the 
Exchange with authority to suspend or terminate access to the BSTX 
System under certain circumstances.
    The Exchange believes that proposed Rule 25000 is consistent with 
Section 6(b)(5) of the Exchange Act \192\ because it is designed to 
protect investors and the public interest and promote just and 
equitable principles of trade by ensuring that BSTX Participants would 
not allow for unauthorized access to the BSTX System and would not 
engage in conduct detrimental to the maintenance of fair and orderly 
markets.
---------------------------------------------------------------------------

    \192\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

2. Rule 25010--Days/Hours
    Proposed Rule 25010 sets forth the days and hours during which BSTX 
would be open for business and during which transactions may be 
effected on the BSTX System. Under the proposed rule, transactions may 
be executed on the BSTX System between 9:30 a.m. and 4:00 p.m. Eastern 
Time. The proposed rule also specifies certain holidays BSTX would be 
not be open (e.g., New Year's Day) and provides that the Chief 
Executive Officer, President, or Chief Regulatory Officer of the 
Exchange, or such person's designee who is a senior officer of the 
Exchange, shall have the power to halt or suspend trading in any 
Securities, close some or all of BSTX's facilities, and determine the 
duration of any such halt, suspension, or closing, when such person 
deems the action necessary for the maintenance of fair and orderly 
markets, the protection of investors, or otherwise in the public 
interest.
    The Exchange believes that proposed Rule 25010 is designed to 
protect investors and the public interest, consistent with Section 
6(b)(5) of the Exchange Act,\193\ by setting forth the days and hours 
that trades may be effected on the BSTX System and by providing 
officers of the Exchange with the authority to halt or suspend trading 
when such officers believe that such action is necessary or appropriate 
to maintain fair and orderly markets or to protect investors or in the 
public interest.
---------------------------------------------------------------------------

    \193\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

3. Rule 25020--Units of Trading
    Proposed Rule 25020 sets forth the minimum unit of trading on the 
BSTX System, which shall be one Security. The Exchange believes that 
proposed Rule 25020 is consistent with Section 6(b)(5) of the Exchange 
Act \194\ because it fosters cooperation and coordination of persons 
engaged in facilitating transactions in securities by specifying the 
minimum unit of trading of Securities on the BSTX System. In addition, 
other exchanges similarly provide that the minimum unit of trading is 
one share for their market and/or for certain securities.\195\
---------------------------------------------------------------------------

    \194\ 15 U.S.C. 78f(b)(5).
    \195\ See e.g., IEX Rule 11.180.
---------------------------------------------------------------------------

4. Rule 25030--Minimum Price Variant
    Proposed Rule 25030 provides the minimum price variant for 
Securities shall be $0.01. The Exchange believes that proposed Rule 
25030 is consistent with Section 6(b)(5) of the Exchange Act because it 
fosters cooperation and coordination of persons engaged in facilitating 
transactions in securities by specifying the minimum price variant for 
Securities and promotes compliance with Rule 612 of Regulation 
NMS.\196\ Under Rule 612 of Regulation NMS, the Exchange is, among 
other things, prohibited from displaying, ranking or accepting from any 
person a bid or offer or order in an NMS stock in an increment smaller 
than $0.01 if that bid or offer or order is priced equal to or greater 
than $1.00 per share. Where a bid or offer or order is priced less than 
or equal to $1.00 per share, the minimum acceptable increment is 
$0.0001. Proposed Rule 25030 sets a uniform minimum price variant for 
all Securities of $0.01 irrespective of whether the Security is trading 
below $1.00.
---------------------------------------------------------------------------

    \196\ 17 CFR 242.611.
---------------------------------------------------------------------------

5. Rule 25040--Opening the Marketplace
    Proposed Rule 25040 sets forth the opening process for the BSTX 
System for BSTX-listed Securities and non-BSTX-listed securities. For 
BSTX-listed Securities, the Exchange proposes to allow for order entry 
to commence at 8:30 a.m. ET during the Pre-Opening Phase. Proposed Rule 
25040(a) provides that orders will not execute during the Pre-Opening 
Phase, which lasts until regular trading hours begin at 9:30 a.m. 
ET.\197\ Similar to how the Exchange's opening process works for 
options trading, BSTX would disseminate a theoretical opening price 
(``TOP'') to BSTX Participants, which is the price at which the opening 
match would occur at a given moment in time.\198\ Under the proposed 
rule, the Exchange will also broadcast other information during the 
Pre-Opening Phase. Specifically, in addition to the TOP, the Exchange 
would disseminate pursuant to proposed Rule 25040(a)(3): (i) ``Paired 
Securities,'' which is the quantity of Securities that would execute at 
the TOP; (ii) the ``Imbalance Quantity,'' which is the number of 
Securities that may not be matched with other orders at the TOP at the 
time of dissemination; and (iii) the ``Imbalance Side,'' which is the 
buy/sell direction of any imbalance at the time of dissemination 
(collectively, with the TOP, ``Broadcast Information'').\199\ Broadcast 
Information will be recalculated and disseminated every time a new 
order is received or cancelled and where such event causes the TOP or 
Paired Securities to change. With respect to priority during the 
opening match for all Securities, consistent with proposed Rule 25080 
(Execution and Price/Time Priority), among multiple orders at the same 
price, execution priority during the opening match is determined based 
on the time the order was received by the BSTX System.
---------------------------------------------------------------------------

    \197\ As a result, orders marked IOC submitted during the Pre-
Opening Phase will be rejected by the BSTX System. See proposed Rule 
25040(a)(7).
    \198\ The TOP can only be calculated where the BSTX Book is 
crossed during the Pre-Opening Phase. See proposed Rule 25040(a)(2).
    \199\ Pursuant to proposed Rule 25040(a)(3), any orders which 
are at a better price (i.e., bid higher or offer lower) than the TOP 
will be shown only as a total quantity on the BSTX Book at a price 
equal to the TOP.
---------------------------------------------------------------------------

    Consistent with the manner in which the Exchange opens options 
trading, the BSTX System would determine a single price at which a 
BSTX-listed Security will be opened by calculating the optimum number 
of Securities that

[[Page 51270]]

could be matched at a price, taking into consideration all the orders 
on the BSTX Book.\200\ Proposed Rule 25040(a)(5) provides that the 
opening match price is the price which results in the matching of the 
highest number of Securities. If two or more prices would satisfy this 
maximum quantity criteria, the price leaving the fewest resting 
Securities in the BSTX Book will be selected at the opening price and 
where two or more prices would satisfy the maximum quantity criteria 
and leave the fewest Securities in the BSTX Book, the price closest to 
the previous day's closing price will be selected.\201\ Unexecuted 
trading interest during the opening match will move to the BSTX Book 
and will preserve price time priority.\202\ When the BSTX System cannot 
determine an opening price of a BSTX-listed Security at the start of 
regular trading hours, BSTX would nevertheless open the Security for 
trading and move all trading interest received during the Pre-Opening 
Phase to the BSTX Book.\203\
---------------------------------------------------------------------------

    \200\ See proposed Rule 25040(a)(4)(ii).
    \201\ With respect to an initial public offering of a Security 
where there is no previous day's closing price, the opening price 
will be the price assigned to the Security by the underwriter for 
the offering, referred to as the ``Initial Security Offering 
Reference Price.'' See Proposed Rule 25040(a)(5)(ii)(3).
    \202\ See proposed Rule 25040(a)(6).
    \203\ Id.
---------------------------------------------------------------------------

    For initial public offerings of Securities (``Initial Security 
Offerings''), the process will be generally the same as regular market 
openings. However, in advance of an Initial Security Offering auction 
(``Initial Security Offering Auction''), the Exchange shall announce a 
``Quote-Only Period'' that shall be between fifteen (15) and thirty 
(30) minutes plus a short random period prior to the Initial Security 
Offering Auction.\204\ The Quote-Only Period may be extended in certain 
cases.\205\ As with regular market openings the Exchange would 
disseminate Broadcast Information at the commencement of the Quote Only 
Period, and Broadcast Information would be re-calculated and 
disseminated every time a new order is received or cancelled and where 
such event causes the TOP price or Paired Securities to change.\206\ In 
the event of any extension to the Quote-Only Period or a trading pause, 
the Exchange will notify market participants regarding the 
circumstances and length of the extension.\207\ Orders will be matched 
and executed at the conclusion of the Quote-Only Period, rather than at 
9:30 a.m. Eastern Time.\208\ Following the initial cross at the end of 
the Quote-Only Period wherein orders will execute based on price/time 
priority consistent with proposed Rule 25080, the Exchange will 
transition to normal trading pursuant to proposed Rule 
25040(a)(6).\209\
---------------------------------------------------------------------------

    \204\ See proposed Rule 25040(b)(1).
    \205\ Such cases are when: (i) There is no TOP; (ii) the 
underwriter requests an extension; (iii) the TOP moves the greater 
of 10% or fifty (50) cents in the fifteen (15) seconds prior to the 
initial cross; or (iv) in the event of a technical or systems issue 
at the Exchange that may impair the ability of BSTX Participants to 
participate in the Initial Security Offering or of the Exchange to 
complete the Initial Security Offering. See proposed Rule 
25040(b)(2).
    \206\ See proposed Rule 25040(b)(3).
    \207\ See proposed Rule 25040(b)(4). The Exchange also proposes 
that if a trading pause is triggered by the Exchange or if the 
Exchange is unable to reopen trading at the end of the trading pause 
due to a systems or technology issue, the Exchange will immediately 
notify the single plan processor responsible for consolidation of 
information for the security pursuant to Rule 603 of Regulation NMS 
under the Securities Exchange Act of 1934. Id.
    \208\ See proposed Rule 25040(b)(5).
    \209\ As with the regular opening process, orders marked IOC 
submitted during the Pre-Opening Phase of an Initial Security 
Offering Auction would be rejected. See proposed Rule 25040(b)(6).
---------------------------------------------------------------------------

    The Exchange also proposes a process for reopening trading 
following a Limit Up-Limit Down Halt or trading pause (``Halt 
Auctions''). For Halt Auctions, the Exchange proposes that in advance 
of reopening, the Exchange shall announce a Quote-Only Period that 
shall be five (5) minutes prior to the Halt Auction.\210\ This Quote-
Only Period may be extended in certain circumstances.\211\ The Exchange 
proposes to disseminate the same Broadcast Information as it does for 
an Initial Security Offering Auction and would similarly provide 
notification of any extension to the quote-only period as with an 
Initial Security Offering Auction.\212\ The transition to normal 
trading would also occur in the same manner as Initial Security 
Offering Auctions, as described above.\213\
---------------------------------------------------------------------------

    \210\ See proposed Rule 25040(c)(1). Orders marked IOC submitted 
during the Quote-Only Period would be rejected.
    \211\ See proposed Rule 25040(c)(2). The Quote-Only Period shall 
be extended for an additional five (5) minutes should a Halt Auction 
be unable to be performed due to the absence of a TOP (``Initial 
Extension Period''). After the Initial Extension Period, the 
Exchange proposes that the Quote-Only Period shall be extended for 
additional five (5) minute periods should a Halt Auction be unable 
to be performed due to absence of a TOP (``Additional Extension 
Period'') until a Halt Auction occurs. Under the proposed Rule, the 
Exchange shall attempt to conduct a Halt Auction during the course 
of each Additional Extension Period. Id.
    \212\ See proposed Rule 25040(c)(3)-(5).
    \213\ Id.
---------------------------------------------------------------------------

    The Exchange also proposes to adopt certain contingency procedures 
in proposed Rule 25040(d) that would provide that when a disruption 
occurs that prevents the execution of an Initial Security Offering 
Auction the Exchange will publicly announce the Quote-Only Period for 
the Initial Security Offering Auction, and the Exchange will then 
cancel all orders on the BSTX Book and disseminate a new scheduled time 
for the Quote-Only Period and opening match.\214\ Similarly, when a 
disruption occurs that prevents the execution of a Halt Auction, the 
Exchange will publicly announce that no Halt Auction will occur, and 
all orders in the halted Security on the BSTX Book will be canceled 
after which the Exchange will open the Security for trading without an 
auction.\215\
---------------------------------------------------------------------------

    \214\ See proposed Rule 25040(d)(1).
    \215\ See proposed Rule 25040(d)(2). The Exchange notes that 
these contingency procedures are substantially similar to those of 
another exchange (see e.g., IEX Rule 11.350(c)(4)) and are designed 
to ensure that the Exchange has appropriate mechanisms in place to 
address possible disruptions that may arise in an Initial Security 
Offering Auction or Halt Auction, consistent with the protection of 
investors and the public interest pursuant to Section 6(b)(5) of the 
Exchange Act. 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The opening process with respect to non-BSTX-listed securities is 
set forth in proposed Rule 25040(e). Pursuant to that Rule, BSTX 
Participants who wish to participate in the opening process may submit 
orders and quotes for inclusion in the BSTX Book, but such orders and 
quotes cannot execute until the termination of the Pre-Opening Phase 
(``Opening Process''). Orders that are canceled before the Opening 
Process will not participate in the Opening Process. The Exchange will 
attempt to perform the Opening Process and will match buy and sell 
orders that are executable at the midpoint of the NBBO.\216\ Generally, 
the price of the Opening Process will be at the midpoint of the first 
NBBO subsequent to the first two-sided quotation published by the 
listing exchange after 9:30:00 a.m. Eastern Time. Pursuant to proposed 
Rule 25040(e)(4), if the conditions to establish the price of the 
Opening Process set forth above do not occur by 9:45:00 a.m. Eastern 
Time, orders will be handled in time sequence, beginning with the order 
with the oldest time stamp, and will be placed on the BSTX Book 
cancelled, or executed in accordance with the terms of the order. A 
similar process will occur for re-opening a non-BSTX-listed security 
subject to a halt.\217\ The proposed opening process for Securities 
listed on another exchange serves as a placeholder in anticipation of 
other exchanges eventually listing and trading Securities, or the 
equivalent thereof, given that there are no other exchanges currently 
trading Securities. The

[[Page 51271]]

proposed process for opening Securities listed on another exchange is 
similar to existing exchange rules governing the opening of trading of 
a security listed on another exchange.\218\
---------------------------------------------------------------------------

    \216\ See proposed Rule 25040(e)(2).
    \217\ See proposed Rule 25040(e)(5).
    \218\ See e.g., Cboe BZX Rule 11.24.
---------------------------------------------------------------------------

    Consistent with Section 6(b)(5) of the Exchange Act,\219\ the 
Exchange believes that the proposed process for opening trading in 
BSTX-listed Securities and Securities listed on other exchanges will 
promote just and equitable principles of trade and will help perfect 
the mechanism of a free and open market by establishing a uniform 
process to determine the opening price of Securities.\220\ Proposed 
Rule 25040 provides a mechanism by which BSTX Participants may submit 
orders in advance of the start of regular trading hours, perform an 
opening cross, and commence regular hours trading in Securities listed 
on BSTX or otherwise. Where an opening cross is not possible in a BSTX-
listed Security, the Exchange will proceed by opening regular hours 
trading in the Security anyway, which is consistent with the manner in 
which other exchanges open trading in securities.\221\ With respect to 
initial public offerings of Securities and openings after a Limit Up-
Limit Down halt or trading pause, BSTX proposes to use a process with 
features similar to its normal opening process. There are a variety of 
different ways in which an exchange can open trading in securities, 
including with respect to an initial public offering of a Security, and 
the Exchange believes that proposed Rule 25040 provides a simple and 
clear method for opening transactions that is consistent with the 
protection of investors and the public interest.\222\ Additionally, 
proposed Rule 25040 applies to all BSTX Participants in the same manner 
and is therefore not designed to permit unfair discrimination among 
BSTX Participants.
---------------------------------------------------------------------------

    \219\ 15 U.S.C. 78f(b)(5).
    \220\ The Exchange has not proposed to operate a closing auction 
at this time. As a result, the closing price of a Security on BSTX 
would be the last regular way transaction occurring on BSTX, which 
the Exchange believes is a simple and fair way to establish the 
closing price of a Security that does not permit unfair 
discrimination among customers, issuers, or broker-dealers 
consistent with Section 6(b)(5) of the Exchange Act. Id. This 
proposed process is consistent with the overall proposed simplified 
market structure for BSTX, which does not include a variety of order 
types offered by other exchanges such as market-on-close and limit-
on-close orders. The Exchange believes that a simplified market 
structure, including the proposed manner in which a closing price 
would be determined, promotes the public interest and the protection 
of investors consistent with Section 6(b)(5) of the Exchange Act 
through reduced complexity. Id.
    \221\ See e.g., BOX Rule 7070.
    \222\ The Exchange notes that its proposed opening, Initial 
Security Offering Auction, and Halt Auction processes are 
substantially similar to those of another exchange. See Cboe BZX 
Rule 11.23. The key differences between the Exchange's proposed 
processes and those of the Cboe BZX exchange are that the Exchange 
has substantially fewer order types, which make its opening process 
less complex, and that the Exchange does not proposes to use order 
auction collars to limit the price at which a Security opens. The 
Exchange does not believe that auction collars are necessary at this 
time because there are a variety of other mechanisms in place to 
prevent erroneous orders and the execution of an opening cross at an 
erroneous price (e.g., market access controls pursuant to Rule 15c3-
5 and the ability of an underwriter to request an extension to the 
Quote-Only Period in an Initial Security Offering Auction).
---------------------------------------------------------------------------

6. Rule 25050--Trading Halts
    BSTX proposes to adopt rules relating to trading halts \223\ that 
are substantially similar to other exchange rules adopted in connection 
with the NMS Plan to Address Extraordinary Market Volatility (``LULD 
Plan''), with certain exceptions that reflect Exchange functionality. 
BSTX intends to join the LULD Plan prior to the commencement of trading 
Securities. Below is an explanation of BSTX's approach to certain 
categories of orders during a trading halt:
---------------------------------------------------------------------------

    \223\ The Exchange notes that rules on opening trading for non-
BSTX-listed security are set forth in proposed Rule 25040(e).
---------------------------------------------------------------------------

    [ssquf] Short Sales--BSTX cancels all orders on the book during a 
halt and rejects any new orders, so rules relating to the repricing of 
short sale orders during a trading halt that certain other exchanges 
have adopted have been omitted.
    [ssquf] Pegged Orders--BSTX would not support pegged orders, at 
least initially, so rules relating to pegged orders during a trading 
halt have been omitted.
    [ssquf] Routable Orders--Pursuant to proposed Rule 25130, the BSTX 
System will reject any order or quotation that would lock or cross a 
protected quotation of another exchange (rather than routing such order 
or quotation), and therefore rules relating to handling of routable 
orders during a trading halt have been omitted.
    [ssquf] Limit Orders--Because BSTX would cancel resting order 
interest and reject incoming orders during a trading halt, specific 
rules relating to the repricing of limit-priced interest that certain 
other exchanges have adopted have been omitted.\224\
---------------------------------------------------------------------------

    \224\ See e.g., Cboe BZX 11.18(e)(5)(B).
---------------------------------------------------------------------------

    [ssquf] Auction Orders, Market Orders, and FOK Orders--BSTX would 
not support these order types, at least initially, so rules relating to 
these order types during a trading halt have been omitted.\225\
---------------------------------------------------------------------------

    \225\ IOC orders will be handled pursuant to proposed Rule 
25050(g)(5).
---------------------------------------------------------------------------

    Pursuant to proposed Rule 25050(d), the Exchange would cancel all 
resting orders in a non-BSTX listed security subject to a trading halt, 
reject any incoming orders in that Security, and will only resume 
accepting orders following a broadcast message to BSTX Participants 
indicating a forthcoming re-opening of trading.\226\
---------------------------------------------------------------------------

    \226\ Trading would resume pursuant to proposed Rule 
25040(e)(5). See proposed Rule 25050(g)(7).
---------------------------------------------------------------------------

    BSTX believes that it is in the public interest and furthers the 
protection of investors, consistent with Section 6(b)(5) of the 
Exchange Act \227\ to provide for a mechanism to halt trading in 
Securities during periods of extraordinary market volatility consistent 
with the LULD Plan. However, the Exchange has excluded rules relating 
to order types and other aspects of the LULD Plan that would not be 
supported by the Exchange, such as market orders and auction orders. 
The Exchange has also reserved the right in proposed Rule 25050(f) to 
halt or suspend trading in other circumstances where the Exchange deems 
it necessary to do so for the protection of investors and in the 
furtherance of the public interest.
---------------------------------------------------------------------------

    \227\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that canceling resting order interest during 
a trading halt and rejecting incoming orders received during the 
trading halt is consistent with Section 6(b)(5) of the Exchange Act 
\228\ because it is not designed to permit unfair discrimination among 
BSTX Participants. The orders and trading interest of all BSTX 
Participants would be canceled in the event of a trading halt and each 
BSTX Participant would be required to resubmit any orders they had 
resting on the order book.
---------------------------------------------------------------------------

    \228\ Id.
---------------------------------------------------------------------------

7. Rule 25060--Order Entry
    Proposed Rule 25060 sets forth the manner in which BSTX 
Participants may enter orders to the BSTX System. The BSTX System would 
initially only support limit orders.\229\ Orders that do not designate 
a limit price would be rejected.\230\ The BSTX System would also only 
support two time-in-force (``TIF'') designations initially: (i) DAY; 
and (ii) immediate or cancel (``IOC''). DAY orders will queue during 
the Pre-

[[Page 51272]]

Opening Phase, may trade during regular market hours, and, if 
unexecuted at the close of the trading day (4:00 p.m. ET), are canceled 
by the BSTX System.\231\ All orders are given a default TIF of DAY. 
BSTX Participants may also designate orders as IOC, which designation 
overrides the default TIF of DAY. IOC orders are not accepted by the 
BSTX System during the Pre-Opening Phase. During regular trading hours, 
IOC orders will execute in whole or in part immediately upon receipt by 
the BSTX System. The BSTX System will not support modification of 
resting orders. To change the price or quantity of an order resting on 
the BSTX Book, a BSTX Participant must cancel the resting order and 
submit a new order, which will result in a new time stamp for purposes 
of BSTX Book priority. In addition, all orders on BSTX will be 
displayed, and the BSTX System will not support hidden orders or 
undisplayed liquidity, as set forth in proposed Rule 25100.
---------------------------------------------------------------------------

    \229\ The BSTX System will also accept incoming Intermarket 
Sweep Orders (``ISO'') pursuant to proposed Rule 25060(c)(2). ISOs 
must be limit orders, are ineligible for routing, may be submitted 
with a limit price during Regular Trading Hours, and must have a 
time-in-force of IOC. Proposed Rule 25060(c)(2) is substantially 
similar to rules of other national securities exchanges. See e.g., 
Cboe BZX Rule 11.9(d).
    \230\ Proposed Rule 25060(c)(1).
    \231\ Proposed Rule 25060(d)(1).
---------------------------------------------------------------------------

    Consistent with Section 6(b)(5) of the Exchange Act,\232\ the 
Exchange believes that the proposed order entry rules will promote just 
and equitable principles of trade and help perfect the mechanism of a 
free and open market by establishing the types of orders and modifiers 
that all BSTX Participants may use in entering orders to the BSTX 
System. Because these order types and TIFs are available to all BSTX 
Participants, the proposed rule does not unfairly discriminate among 
market participants, consistent with Section 6(b)(5) of the Exchange 
Act. The proposed rule sets forth a very simple exchange model whereby 
there is only one order type--limit orders--and two TIFs. Upon the 
initial launch of BSTX, there will be no hidden orders, price sliding, 
pegged orders, or other order type features that add complexity. The 
Exchange believes that creating a simplified exchange model is designed 
to protect investors and is in the public interest because it reduces 
complexity, thereby helping market participants better understand how 
orders would operate on the BSTX System.
---------------------------------------------------------------------------

    \232\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

8. Rule 25070--Audit Trail
    Proposed Rule 25070 (Audit Trail) is designed to ensure that BSTX 
Participants provide the Exchange with information to be able to 
identify the source of a particular order and other information 
necessary to carry out the Exchange's oversight functions. The proposed 
rule is substantially similar to existing BOX Rule 7120 but eliminates 
certain information unique to orders for options contracts (e.g., 
exercise price) because Securities are equity securities. The proposed 
rule also provides that BSTX Participants that employ an electronic 
order routing or order management system that complies with Exchange 
requirements will be deemed to comply with the Rule if the required 
information is recorded in an electronic format. The proposed rule also 
specifies that order information must be kept for no less than three 
years and that where specific customer or account number information is 
not provided to the Exchange, BSTX Participants must maintain such 
information on their books and records.
    The Exchange believes that proposed Rule 25070 is designed to 
protect investors and the public interest, consistent with Section 
6(b)(5) of the Exchange Act,\233\ because it will provide the Exchange 
with information necessary to carry out its oversight role. Without 
being able to identify the source and terms of a particular order, the 
Exchange's ability to adequately surveil its market, with or through 
another SRO, for trading inconsistent with applicable regulatory 
requirements would be impeded. In order to promote compliance with Rule 
201 of Regulation SHO, proposed Rule 25080(b)(3) provides that when a 
short sale price test restriction is in effect, the execution price of 
the short sale order must be higher than (i.e., above) the best bid, 
unless the sell order is marked ``short exempt'' pursuant to Regulation 
SHO.
---------------------------------------------------------------------------

    \233\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

9. Rule 25080--Execution and Price Time Priority
    Proposed Rule 25080 governs the execution of orders on the BSTX 
System, providing a price-time priority model. The proposed rule 
provides that orders of BSTX Participants shall be ranked and 
maintained in the BSTX Book according to price-time priority, such that 
within each price level, all orders shall be organized by the time of 
entry. The proposed rule further provides that sell orders may not 
execute a price below the best bid in the marketplace and buy orders 
cannot execute at a price above the best offer in the marketplace. 
Further, the proposed rule ensures compliance with Regulation SHO, 
Regulation NMS, and the LULD Plan, in a manner consistent with the 
rulebooks of other national securities exchanges.\234\
---------------------------------------------------------------------------

    \234\ See e.g., Cboe BZX Rule 11.13(a)(2)-(3) governing regular 
trading hours.
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 25080 is consistent with 
Section 6(b)(5) of the Exchange Act \235\ because it is designed to 
promote just and equitable principles of trade and foster cooperation 
and coordination with persons facilitating transactions in securities 
by setting forth the order execution priority scheme for Security 
transactions. Numerous other exchanges similarly operate a price-time 
priority structure for effecting transactions. The proposed rule also 
does not permit unfair discrimination among BSTX Participants because 
all BSTX Participants are subject to the same price-time priority 
structure. In addition, the Exchange believes that specifying in 
proposed Rule 25080(b)(3) that execution of short sale orders when a 
short sale price test restriction is in effect must occur at a price 
above the best bid unless the order is market ``short exempt,'' is 
consistent with the Exchange Act because it is intended promote 
compliance with Regulation SHO in furtherance of the protection of 
investors and the public interest.
---------------------------------------------------------------------------

    \235\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

10. Rule 25090--BSTX Risk Controls
    Proposed Rule 25090 sets forth certain risk controls applicable to 
orders submitted to the BSTX System. The proposed risk controls are 
designed to prevent the submission and execution of potentially 
erroneous orders. Under the proposed rule, the BSTX System will reject 
orders that exceed a maximum order size, as designated by each BSTX 
Participant. The Exchange, however may set default values for this 
control. The proposed rule also provides a means by which all of a BSTX 
Participant's orders will be canceled in the event that the BSTX 
Participant loses its connection to the BSTX System. Proposed Rule 
25090(c) provides a risk control that prevents incoming limit orders 
from being accepted by the BSTX System if the order's price is more 
than a designated percentage away from the National Best Bid or Offer 
in the marketplace. Proposed Rule 25090(d) provides a maximum order 
rate control whereby the BSTX System will reject an incoming order if 
the rate of orders received by the BSTX System exceeds a designated 
threshold. With respect to both of these risk controls (price 
protection for limit orders and maximum order rate), BSTX Participants 
may designate the appropriate thresholds, but the Exchange may also 
provide default values and mandatory minimum levels.
    The Exchange believes the proposed risk controls in Rule 25090 are 
consistent with Section 6(b)(5) of the Exchange Act \236\ because they 
are

[[Page 51273]]

designed to help prevent the execution of potentially erroneous orders, 
which furthers the protection of investors and the public interest. 
Among other things, erroneous orders can be disruptive to the operation 
of an exchange marketplace, can lead to temporary price dislocations, 
and can hinder price formation. The Exchange believes that offering 
configurable risk controls to BSTX Participants, along with default 
values where a BSTX Participant has not designated its desired 
controls, will protect investors by reducing the number of erroneous 
executions on the BSTX System and will remove impediments to and 
perfect the mechanism of a free and open market system. The proposed 
risk controls are also similar to existing risk controls provided by 
the Exchange to Options Participants.
---------------------------------------------------------------------------

    \236\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

11. Rule 25100--Trade Execution, Reporting, and Dissemination of 
Quotations
    Proposed Rule 25100 provides that the Exchange shall collect and 
disseminate last sale information for transactions executed on the BSTX 
system. The proposed rule further provides that the aggregate of the 
best-ranked non-marketable Limit Order(s), pursuant to Rule 25080, to 
buy and the best-ranked non-marketable Limit Order(s) to sell in the 
BSTX Book shall be collected and made available to quotation vendors 
for dissemination. Proposed Rule 25100 further provides that the BSTX 
System will operate as an ``automated market center'' within the 
meaning of Regulation NMS and will display ``automated quotations'' at 
all times except in the event of a system malfunction.\237\ In 
addition, the proposed Rule specifies that the Exchange shall identify 
all trades executed pursuant to an exception or an exemption of 
Regulation NMS. The Exchange will disseminate last sale and quotation 
information pursuant to Rule 602 of Regulation NMS and will maintain 
connectivity to the securities information processors for dissemination 
of quotation information.\238\ BSTX Participants may obtain access to 
this information through the securities information processors.
---------------------------------------------------------------------------

    \237\ 17 CFR 242.600(b)(4) and (5). The general purpose of an 
exchange being deemed an ``automated trading center'' displaying 
``automated quotations'' relates to whether or not an exchange's 
quotations may be considered protected under Regulation NMS. See 
Exchange Act Release No. 51808, 70 FR 37495, 37520 (June 29, 2005). 
Other trading centers may not effect transactions that would trade 
through a protected quotation of another trading center. The 
Exchange believes that it is useful to specify that it will operate 
as an automated trading center at this time to make clear to market 
participants that it is not operating a manual market with respect 
to Securities.
    \238\ 17 CFR 242.602.
---------------------------------------------------------------------------

    Proposed Rule 25100(d) provides that executions that occur as a 
result of orders matched against the BSTX Book, pursuant to Rule 25080, 
shall clear and settle pursuant to the rules, policies, and procedures 
of a registered clearing agency. Rule 25100(e) obliges BSTX 
Participants, or a clearing member/participant clearing on behalf of a 
BSTX Participant to honor trades effected on the BSTX System on the 
scheduled settlement date, and the Exchange shall not be liable for the 
failure of BSTX Participants to satisfy these obligations.\239\
---------------------------------------------------------------------------

    \239\ These proposed provisions are substantially similar to 
those of exchanges. See e.g., Nasdaq Rule 4627 and IEX Rule 10.250.
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 25100 is consistent with 
Section 6(b)(5) of the Exchange Act \240\ because it will foster 
cooperation and coordination with persons processing information with 
respect to, and facilitating transactions in securities by requiring 
the Exchange to collect and disseminate quotation and last sale 
transaction information to market participants. BSTX Participants will 
need last sale and quotation information to effectively trade on the 
BSTX System, and proposed Rule 25100 sets forth the requirement for the 
Exchange to provide this information as well as the information to be 
provided. The proposed rule is similar to rules of other exchanges 
relating to the dissemination of last sale and quotation information. 
The Exchange believes that requiring BSTX Participants (or firms 
clearing trades on behalf of other BSTX Participants) to honor their 
trade obligations on the settlement date is consistent with the 
Exchange Act because it will foster cooperation with persons engaged in 
clearing and settling transactions in Securities, consistent with 
Section 6(b)(5) of the Exchange Act.\241\
---------------------------------------------------------------------------

    \240\ 15 U.S.C. 78f(b)(5).
    \241\ Id.
---------------------------------------------------------------------------

12. Rule 25110--Clearly Erroneous
    Proposed Rule 25110 sets forth the manner in which BSTX will 
resolve clearly erroneous executions that might occur on the BSTX 
System and is substantially similar to comparable clearly erroneous 
rules on other exchanges. Under proposed Rule 25100, transactions that 
involve an obvious error such as price or quantity, may be canceled 
after review and a determination by an officer of BSTX or such other 
employee designee of BSTX (``Official'').\242\ BSTX Participants that 
believe they submitted an order erroneously to the Exchange may request 
a review of the transaction, and must do so within thirty (30) minutes 
of execution and provide certain information, including the factual 
basis for believing that the trade is clearly erroneous, to the 
Official.\243\ Under proposed Rule 25100(c), an Official may determine 
that a transaction is clearly erroneous if the price of the transaction 
to buy (sell) that is the subject of the complaint is greater than 
(less than) the ``Reference Price'' \244\ by an amount that equals or 
exceeds specified ``Numerical Guidelines.'' \245\ The Official may 
consider additional factors in determining whether a transaction is 
clearly erroneous, such as whether trading in the security had recently 
halted or overall market conditions.\246\ Similar to other exchanges 
`clearly erroneous rules, the Exchange may determine that trades are 
clearly erroneous in certain circumstances such as during a system 
disruption or malfunction, on a BSTX Officer's (or senior employee 
designee) own motion, during a trading halt, or with respect to a 
series of transactions over multiple days.\247\ Under proposed Rule 
25110(e)(2), BSTX Participants affected by a determination by an 
Official may appeal this decision to the Chief Regulatory Officer of 
BSTX, provided such appeal is made within thirty (30) minutes after the 
party making the appeal is given notice of the initial

[[Page 51274]]

determination being appealed.\248\ The Chief Regulatory Officer's 
determination shall constitute final action by the Exchange on the 
matter at issue pursuant to proposed Rule 25110(e)(2)(ii).
---------------------------------------------------------------------------

    \242\ A transaction made in clearly erroneous error and canceled 
by both parties or determined by the Exchange to be clearly 
erroneous will be removed from the Consolidated Tape. Proposed Rule 
25110(a).
    \243\ Proposed Rule 25110(b). The Official may also consider 
certain ``outlier'' transactions on a case by case basis where the 
request for review is submitted after 30 minutes but no longer than 
sixty (60) minutes after the transaction. Proposed Rule 2511(d).
    \244\ The Reference Price will be equal to the consolidated last 
sale immediately prior to the execution(s) under review except for 
in circumstances, such as, for example, relevant news impacting a 
security or securities, periods of extreme market volatility, 
sustained illiquidity, or widespread system issues, where use of a 
different Reference Price is necessary for the maintenance of a fair 
and orderly market and the protection of investors and the public 
interest. Proposed Rule 25110(c)(1).
    \245\ The proposed Numerical Guidelines are 10% where the 
Reference Price ranges from $0.00 to $25.00, 5% where the Reference 
Price is greater than $25.00 up to and including $50.00, and 3% 
where the Reference Price ranges is greater than $50. Proposed Rule 
25110(c)(1).
    \246\ Proposed Rule 25110(c)(1).
    \247\ See proposed Rule 25110(f)-(j). These provisions are 
virtually identical to similar provisions of other exchanges' 
clearly erroneous rules other than by making certain administrative 
edits (e.g., replacing the term ``security'' with ``Security'').
    \248\ Determinations by an Official pursuant to proposed Rule 
25110(f) relating to system disruptions or malfunctions may not be 
appealed if the Official made a determination that the nullification 
of transactions was necessary for the maintenance of a fair and 
orderly market or the protection of invests and the public interest. 
Proposed Rule 25110(d)(2).
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 25110 is consistent with 
Section 6(b)(5) of the Exchange Act,\249\ because it would promote just 
and equitable principles of trade, remove impediments to, and perfect 
the mechanism of, a free and open market and a national market system 
by setting forth the process by which clearly erroneous trades on the 
BSTX System may be identified and remedied. Proposed Rule 25110 would 
apply equally to all BSTX Participants and is therefore not designed to 
permit unfair discrimination among BSTX Participants, consistent with 
Section 6(b)(5) of the Exchange Act.\250\ The proposed rule is 
substantially similar to the clearly erroneous rules of other 
exchanges.\251\ For example, proposed Rule 25110 does not include 
provisions related to clearly erroneous transactions for routed orders 
because orders for Securities will not route to other exchanges.\252\ 
Securities would also only trade during regular trading hours (i.e., 
9:30 a.m. ET to 4:00 p.m. ET), so provisions from comparable exchange 
rules relating to clearly erroneous executions occurring outside of 
regular trading hours have been excluded. Proposed Rule 25110 also 
excludes provisions from comparable clearly erroneous rules of certain 
other exchanges relating to clearly erroneous executions in: (i) 
Leverage ETF/ETNs; and (ii) unlisted trading privileges securities that 
are subject to an initial public offering.\253\
---------------------------------------------------------------------------

    \249\ 15 U.S.C. 78f(b)(5).
    \250\ Id.
    \251\ See e.g., Cboe BZX Rule 11.17. Similar to other exchanges' 
comparable rules, proposed Rule 25110 provides BSTX with the ability 
to determine clearly erroneous trades that result from a system 
disruption or malfunction, a BSTX Official acting on his or her own 
motion, trading halts, multi-day trading events, multi-stock events 
involving five or more (but less than twenty) securities whose 
executions occurred within a period of five minutes or less, multi-
stock events involving twenty or more securities whose executions 
occurred within a period of five minutes or less, and securities 
subject to the LULD Plan.
    \252\ Other exchange clearly erroneous rules reference removing 
trades from the Consolidated Tape. Because Security transactions 
will be reported pursuant to a separate transaction reporting plan, 
proposed Rule 25110 eliminates references to the ``Consolidated 
Tape'' and provides that clearly erroneous Security transactions 
will be removed from ``all relevant data feeds disseminating last 
sale information for Security transactions.'' See proposed Rule 
25110(a).
    \253\ The Exchange notes that not all equities exchanges have a 
provision with respect to trade nullification for UTP securities 
that are the subject of an initial public offering. See IEX Rule 
11.270. With respect to leveraged ETFs/ETNs, the Exchange does not 
expect to support trading of such products at this time, so the 
Exchange does not believe it is necessary to include provisions 
related to them.
---------------------------------------------------------------------------

    The Exchange believes that its proposed process for BSTX 
Participants to appeal clearly erroneous execution determinations made 
by an Exchange Official pursuant to proposed Rule 25110 to the Chief 
Regulatory Officer of BSTX is consistent with Section 6(b)(5) of the 
Exchange Act \254\ because it promotes just and equitable principles of 
trade and fosters cooperation and coordination with persons regulating, 
settling, and facilitating transactions in securities by providing a 
clear and expedient process to appeal determinations made by an 
Official. BSTX Participants benefit from having a quick resolution to 
potentially clearly erroneous executions and giving the Chief 
Regulatory Officer discretion to decide any appeals of an Official's 
determination provides an efficient means to resolve potential appeals 
that applies equally to all BSTX Participants and therefore does not 
permit unfair discrimination among BSTX Participants, consistent with 
Section 6(b)(5) of the Exchange Act. The Exchange notes that, with 
respect to options trading on the Exchange, the Exchange's Chief 
Regulatory Officer similarly has sole authority to overturn or modify 
obvious error determinations made by an Exchange Official and that such 
determination constitutes final Exchange action on the matter at 
issue.\255\ In addition, proposed Rule 25110(e)(2)(iii) provides that 
any determination made by an Official or the Chief Regulatory Officer 
of BSTX under proposed Rule 25110 shall be rendered without prejudice 
as to the rights of the parties to the transaction to submit their 
dispute to arbitration. Accordingly, there is an additional safeguard 
in place for BSTX Participants to seek further review of the Exchange's 
clearly erroneous determination.
---------------------------------------------------------------------------

    \254\ 15 U.S.C. 78f(b)(5).
    \255\ See BOX Rule 7170(n).
---------------------------------------------------------------------------

    To the extent Securities become tradeable on other national 
securities exchanges or other changes arise that may necessitate 
changes to proposed Rule 25110 to conform more closely with the clearly 
erroneous execution rules of other exchanges, the Exchange intends to 
implement changes as necessary through a proposed rule change filed 
with the Commission pursuant to Section 19 of the Exchange Act \256\ at 
such future date.
---------------------------------------------------------------------------

    \256\ 15 U.S.C. 78s.
---------------------------------------------------------------------------

13. Rule 25120--Short Sales
    Proposed Rule 25120 sets forth certain requirements with respect to 
short sale orders submitted to the BSTX System that is virtually 
identical to similar rules on other exchanges.\257\ Specifically, 
proposed Rule 25120 requires BSTX Participants to appropriately mark 
orders as long, short, or short exempt and provides that the BSTX 
System will not execute or display a short sale order not marked short 
exempt with respect to a ``covered security'' \258\ at a price that is 
less than or equal to the current national best bid if the price of 
that security decreases by 10% or more, as determined by the listing 
market for the covered security, from the covered security's closing 
price on the listing market as of the end of Regular Trading Hours on 
the prior day (the ``Trigger Price''). The proposed rule further 
specifies the duration of the ``Short Sale Price Test'' and that the 
BSTX System shall determine whether a transaction in a covered security 
has occurred at a Trigger Price and shall immediately notify the 
responsible single plan processor.\259\
---------------------------------------------------------------------------

    \257\ See e.g., IEX Rule 11.290.
    \258\ Proposed Rule 25120(b) provides that the terms ``covered 
security,'' ``listing market,'' and ``national best bid'' shall have 
the same meaning as in Rule 201 of Regulation SHO. 17 CFR 
242.201(a).
    \259\ Proposed Rule 25120(d). The proposed rule further provides 
in paragraph (d)(1) that if a covered security did not trade on BSTX 
on the prior trading day, BSTX's determination of the Trigger Price 
shall be based on the last sale price on the BSTX System for that 
Security on the most recent day on which the Security traded.
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 25120 is consistent with 
Section 6(b)(5) of the Exchange Act,\260\ because it would promote just 
and equitable principles of trade and further the protection of 
investors and the public interest by enforcing rules consistent with 
Regulation SHO. Pursuant to Regulation SHO, broker-dealers are required 
to appropriately mark orders as long, short, or short exempt,\261\ and 
trading centers are required to establish, maintain, and enforce 
written policies and procedures reasonably designed to, among other 
things, prevent the execution or display of a short sale order of a 
covered security at a price that is less than or equal to the current 
national best bid if the price of that covered security decreases by 
10% or more from its closing price on the

[[Page 51275]]

primary listing market on the prior day.\262\ Proposed Rule 25120 is 
designed to promote compliance with Regulation SHO, is nearly identical 
to similar rules of other exchanges, and would apply equally to all 
BSTX Participants.
---------------------------------------------------------------------------

    \260\ 15 U.S.C. 78f(b)(5).
    \261\ 17 CFR 242.200(g).
    \262\ 17 CFR 242.201(b)(1).
---------------------------------------------------------------------------

14. Rule 25130--Locking or Crossing Quotations in NMS Stocks
    Proposed Rule 25130 sets forth provisions related to locking or 
crossing quotations. The proposed rule is substantially similar to the 
rules of other national securities exchanges.\263\ Proposed Rule 25130 
is designed to promote compliance with Regulation NMS and prohibits 
BSTX participants from engaging in a pattern or practice of displaying 
quotations that lock or cross a protected quotation unless an exception 
applies. The Exchange notes that there may be no other national 
securities exchanges trading Securities upon the launch of BSTX that 
may be displaying protected quotations. Notwithstanding that there may 
be no other away markets displaying a protected quotation when trading 
on BSTX commences, the Exchange proposes in Rule 25130(d) that the BSTX 
System will reject any order or quotation that would lock or cross a 
protected quotation of another exchange at the time of entry.
---------------------------------------------------------------------------

    \263\ See IEX Rule 25130.
---------------------------------------------------------------------------

    The Exchange believes proposed Rule 25130 is consistent with 
Section 6(b)(5) of the Exchange Act \264\ because it is designed to 
promote just and equitable principles of trade and foster cooperation 
and coordination with persons facilitating transactions in securities 
by ensuring that the Exchange prevents display of quotations that lock 
or cross any protected quotation in an NMS stock, in compliance with 
applicable provisions of Regulation NMS.
---------------------------------------------------------------------------

    \264\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

15. Rule 25140--Clearance and Settlement: Anonymity
    Proposed Rule 25140 provides that each BSTX Participant must either 
(1) be a member of a registered clearing agency that uses a CNS system, 
or (2) clear transactions executed on the Exchange through another 
Participant that is a member of such a registered clearing agency. The 
Exchange would maintain connectivity and access to the UTC of NSCC for 
transmission of executed transactions. The proposed Rule requires a 
Participant that clears through another participant to obtain a written 
agreement, in a form acceptable to the Exchange, that sets out the 
terms of such arrangement. The proposed Rule also provides that BSTX 
transaction reports shall not reveal contra party identities and that 
transactions would be settled and cleared anonymously. In certain 
circumstances, such as for regulatory purposes, the Exchange may reveal 
the identity of a Participant or its clearing firm such as to comply 
with a court order.
    The Exchange believes that proposed Rule 25140 is consistent with 
Section 6(b)(5) of the Exchange Act \265\ because it would foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities. Proposed Rule 25140 is similar 
to rules of other exchanges relating to clearance and settlement.\266\
---------------------------------------------------------------------------

    \265\ 15 U.S.C. 78f(b)(5).
    \266\ See e.g. IEX Rule 11.250.
---------------------------------------------------------------------------

J. Market Making on BSTX (Rule 25200 Series)
    The BSTX Market Making Rules (Rules 25200-25240) provide for 
registration and describe the obligations of Market Makers on the 
Exchange. The proposed Market Making Rules also provide for 
registration and obligations of Designated Market Makers (``DMMs'') in 
a given Security, allocation of a DMM to a particular Security, and 
parameters for business combinations of DMMs.
    Proposed Rule 25200 sets forth the basic registration requirement 
for a BSTX Market Maker by noting that a Market Maker must enter a 
registration request to BSTX and that such registration shall become 
effective on the next trading day after the registration is entered, 
or, in the Exchange's discretion, the registration may become effective 
the day that it is entered (and the Exchange will provide notice to the 
Market Maker in such cases). The proposed Rule further provides that a 
BSTX Market Maker's registration shall be terminated by the Exchange if 
the Market Maker fails to enter quotations within five business days 
after the registration becomes effective.\267\
---------------------------------------------------------------------------

    \267\ Proposed Rule 25200 is substantially similar to IEX Rule 
11.150.
---------------------------------------------------------------------------

    Proposed Rule 25210 sets forth the obligations of Market Makers, 
including DMMs. Under the proposed Rule, a BSTX Participant that is a 
Market Maker, including a DMM, is generally required to post two-sided 
quotes during the regular market session for each Security in which it 
is registered as a Market Maker.\268\ The Exchange proposes that such 
quotes must be entered within a certain percentage, called the 
``Designated Percentage,'' of the National Best Bid (Offer) price in 
such Security (or last sale price, in the event there is no National 
Best Bid (Offer)) on the Exchange.\269\ The Exchange proposes that the 
Designated Percentage would be 30%.\270\ The Exchange notes that the 
proposed Designated Percentage is substantially similar to the 
corresponding Designated Percentage for NYSE American market makers 
with respect to Tier 2 NMS stocks (as defined under the LULD 
plan).\271\ The Exchange believes that the proposed Designated 
Percentage for quotation obligations of Market Makers would be 
sufficient to ensure that there is adequate liquidity sufficiently 
close to the National Best Bid or Offer (``NBBO'') in Securities and to 
ensure fair and orderly markets. The Exchange notes that pursuant to 
proposed Rule 25210(a)(1)(iii), there is nothing to preclude a Market 
Maker from entering trading interest at price levels that are closer to 
the NBBO, so Market Makers have the ability to quote must closer to the 
NBBO than required by the Designated Percentage requirement if they so 
choose.
---------------------------------------------------------------------------

    \268\ See proposed Rule 25210(a)(1).
    \269\ See proposed Rule 25210(a)(1)(ii)(A).
    \270\ See proposed Rule 25210(a)(1)(ii)(B).
    \271\ See NYSE American Rule 7.23E(a)(1)(B)(iii) (providing 
that, other than during certain time periods around the market open 
and close, the Designated Percentage for Tier 2 NMS stocks priced 
below $1.00 is 30% and for Tier 2 NMS stocks priced above $1.00 is 
28%).
---------------------------------------------------------------------------

    The Exchange proposes in Rule 25210(a)(4) that, in the event that 
price movements cause a Market Maker or DMM's quotations to fall 
outside of the National Best Bid (Offer) (or last sale price in the 
event there is no National Best Bid (Offer)) by a given percentage, 
with such percentage called the ``Defined Limit,'' in a Security for 
which they are a Market Maker, the Market Maker or DMM must enter a new 
bid or offer at not more than the Designated Percentage away from the 
National Best Bid (Offer) in that Security. The Exchange proposes that 
the Defined Limit shall be 31.5%.\272\ Under the proposed Rules, a 
Market Maker's quotations must be firm and automatically executable for 
their size, and, to the extent the Exchange finds that a Market Maker 
has a substantial or continued failure to meet its quotation 
obligations, such Market Maker may face disciplinary action from the 
Exchange.\273\ Under the proposed

[[Page 51276]]

Market Maker and DMM Rules, Market Makers and DMMs' two-sided quotation 
obligations must be maintained for a quantity of a ``normal unit of 
trading'' which is defined as one Security.\274\ The Exchange believes 
that Securities may initially trade in smaller increments relative to 
other listed equities and that reducing the two-sided quoting increment 
from one round lot (i.e., 100 shares) to one Security will be 
sufficient to meet liquidity demands and would make it easier for 
Market Makers and DMMs to meet their quotation obligations, which in 
turn incentivize more Market Maker participation.
---------------------------------------------------------------------------

    \272\ See proposed Rule 25210(a)(1)(ii)(3).
    \273\ See proposed Rule 25210(b) and (c). Pursuant to proposed 
Rule 25310(d), a BSTX Market Maker, other than a DMM, may apply for 
a temporary withdrawal from its Market Maker status provided it 
meets certain conditions such a demonstrating legal or regulatory 
requirements that necessitate its temporary withdrawal.
    \274\ See proposed Rule 25210(a)(1).
---------------------------------------------------------------------------

    The Exchange notes that proposed Rule 25210 is substantially 
similar to NYSE American Rule 7.23E, with the exceptions of: (i) The 
modified normal unit of trading, Designated Percentage, and Defined 
Limit (as discussed above); (ii) specifying that the minimum quotation 
increment shall be $0.01; and (iii) specifying that Market Maker 
quotations must be firm for their displayed size and automatically 
executable. The Exchange believes that the additional specifications 
with respect to the minimum quotation increment and firm quotation 
requirement will add additional clarity to the expectations of Market 
Makers on the Exchange.
    Proposed Rule 25220 sets forth the registration requirements for a 
DMM. Under proposed Rule 25220, a DMM must be a registered Market Maker 
and be approved as a DMM in order to receive an allocation of 
Securities pursuant to proposed Rule 25230, which is described 
below.\275\ For Securities in which a Participant serves as a DMM, it 
must meet the same obligations as if it were a Market Maker and must 
also maintain a bid or offer at the National Best Bid and Offer at 
least 25% of the day measured across all Securities in which such 
Participant serves as DMM.\276\ The proposed Rule provides, among other 
things, that a there will be no more than one DMM per Security and that 
a DMM must maintain information barriers between the trading unit 
operating as a DMM and the trading unit operating as a BSTX Market 
Maker in the same Security (to the extent applicable).\277\ The Rule 
further provides a process by which a DMM may temporarily withdraw from 
its DMM status, which is similar to the same process for a BSTX Market 
Maker \278\ and similar to the same process for DMMs on other 
exchanges.\279\ The Exchange notes that proposed Rule 25220 is 
substantially similar to NYSE American Rule 7.24E with the exception 
that the Exchanges proposes to add a provision stating that the 
Exchange is not required to assign a DMM if the Security has an 
adequate number of BSTX Market Makers assigned to such Security. The 
purpose of this requirement is to acknowledge the possibility that a 
Security need not necessarily have a DMM provided that each Security 
has been assigned at least three active Market Makers at initial 
listing and two Market Makers for continued listing, consistent with 
proposed Rule 26106 (Market Maker Requirement), which is discussed 
further below.
---------------------------------------------------------------------------

    \275\ See proposed 25220(b). DMMs would be approved by the 
Exchange pursuant to an application process an [sic].
    \276\ See proposed Rule 25220(c).
    \277\ See proposed Rule 25220(b).
    \278\ See proposed Rule 25210(d).
    \279\ See e.g., NYSE American Rule 7.24E(b)(4).
---------------------------------------------------------------------------

    In proposed Rule 25230, the Exchange proposes to set forth the 
process by which a DMMs are allocated and reallocated responsibility 
for a particular Security. Proposed Rule 25230(a) sets forth the basic 
eligibility criteria for a when a Security may be allocated to a DMM, 
providing that this may occur when the Security is initially listed on 
BSTX, when it is reassigned pursuant to Rule 25230, or when it is 
currently listed without a DMM assigned to the Security.\280\ Proposed 
Rule 2530(a) also specifies that a DMM's eligibility to participate in 
the allocation process is determined at the time the interview is 
scheduled by the Exchange and specifies that a DMM must meet with the 
quotation requirements set forth in proposed Rule 25220(c) (DMM 
obligations). The proposed Rule further specifies how the Exchange will 
handle several situations in which the DMM does not meet its 
obligations, such as, for example, by issuing an initial warning 
advising of poor performance if the DMM fails to meet its obligations 
for a one-month period.\281\
---------------------------------------------------------------------------

    \280\ As previously noted, pursuant to proposed Rule 26106, a 
Security may, in lieu of having a DMM assigned to it, have a minimum 
of three non-DMM Market Makers at initial listing and two non-DMM 
Market Makers for continued listing to be eligible for listing on 
the Exchange. Consequently, a Security might not have a DMM when it 
initially begins trading on BSTX, but may acquire a DMM later.
    \281\ See proposed Rule 25230(a)(4). The proposed handling of 
these scenarios where a DMM does not meet its obligations is 
substantially similar to parallel requirements in NYSE American Rule 
7.25E(a)(4).
---------------------------------------------------------------------------

    Proposed Rule 25230(b) sets forth the manner in which a DMM may be 
selected and allocated a Security. Under proposed Rule 25230(b), an 
issuer may select its DMM directly, delegate the authority to the 
Exchange to selects its DMM, or may opt to proceed with listing without 
a DMM, in which case a minimum of three non-DMM Market Makers at 
initial listing and two non-DMM Market Makers for continued listing 
must be assigned to its Security consistent with proposed Rule 26106. 
Proposed Rule 25230(b) further sets forth provisions relating to the 
interview between the issuer and DMMs, the Exchange selection by 
delegation, and a requirement that a DMM serve as a DMM for a Security 
for at least one year unless compelling circumstances exist for which 
the Exchange may consider a shorter time period. Each of these 
provisions is substantially similar to corresponding provisions in NYSE 
American Rule 7.25E(b)(1)-(3), with the exception that the Exchange may 
shorten the one year DMM commitment period in compelling 
circumstances.\282\ Proposed Rule 25230(b) further sets forth specific 
provisions related to a variety of different issuances and types of 
securities, including spin-offs or related companies, warrants, rights, 
relistings, equity Security listing after preferred Security, listed 
company mergers, target Securities, and closed-end management 
investment companies.\283\ Each of these provisions is substantially 
similar to corresponding provisions in NYSE American Rule 7.25E(b)(4)-
(11).
---------------------------------------------------------------------------

    \282\ The Exchange believes that providing the Exchange with 
flexibility to shorten the one year commitment period is appropriate 
to accommodate unforeseen events or circumstances that might arise 
with respect to a DMM, such as a force majeure event, preventing a 
DMM from being able to carry out its functions.
    \283\ See proposed Rule 25230(b)(4)-(11).
---------------------------------------------------------------------------

    Proposed Rule 25230(c) sets forth the reallocation process for a 
DMM in a manner that is substantially similarly to corresponding 
provisions in NYSE American Rule 7.25E(c). Generally, under the 
proposed Rule, an issuer may request a reallocation to a new DMM and 
Exchange staff will review this request, along with any DMM response 
letter, and eventually make a determination.\284\ Proposed Rule 
25230(d), (e), and (f), set forth provisions governing an allocation 
freeze, allocation sunset, and criteria for applicants that are not 
currently DMMs

[[Page 51277]]

to be eligible to be allocated a Security as a DMM respectively. Each 
of these provisions are likewise substantially similar to corresponding 
provisions in NYSE American Rule 7.25E(d)-(f).
---------------------------------------------------------------------------

    \284\ In addition, proposed Rule 25230(c)(2) sets forth 
provisions that allow for the Exchange's CEO to immediately initiate 
a reallocation proceeding upon written notice to the DMM and the 
issuer when the DMM's performance in a particular market situation 
was, in the judgment of the Exchange, so egregiously deficient as to 
call into question the Exchange's integrity or impair the Exchange's 
reputation for maintaining an efficient, fair, and orderly market.
---------------------------------------------------------------------------

    Finally, proposed Rule 25240 sets forth the DMM combination review 
policy. The proposed Rule, among other things, defines a proposed 
combination among DMMs, requires that DMMs provide a written submission 
to the Office of the Corporate Secretary of the Exchange and specifies, 
among other things, the items to be disclosed in the written 
submission, the criteria that the Exchange will use to evaluate a 
proposed combination, and the timing for a decision by the Exchange, 
subject to the Exchange's right to extend such time period. The 
Exchange notes that proposed Rule 25240 is substantially similar to 
NYSE American Rule 7.26E.
    The Exchange believes that the proposed Market Making Rules set 
forth in the Rule 25200 Series are consistent with Section 6(b)(5) of 
the Exchange Act \285\ because they are designed to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system. The Exchange notes that the 
proposed Rules are substantially similar to the market making rules of 
other exchanges, as detailed above,\286\ and that all BSTX Participants 
are eligible to become a Market Maker or DMM provided they comply with 
the proposed requirements.\287\ The proposed Market Maker Rules set 
forth the quotation and related expectations of BSTX Market Makers 
which the Exchange believes will help ensure that there is sufficient 
liquidity in Securities. Although the corresponding NYSE American rules 
upon which the proposed Rules are based provide for multiple tiers and 
classes of stocks that were each associated with a different Designated 
Percentage and Defined Limit, the Exchange has collapsed all such 
classes in to one category and provided a single Designated Percentage 
of 30% and Defined Limit of 31.5% for all Security trading on BSTX. The 
Exchange believes that simplifying the Rules in this manner can reduce 
the potential for confusion and allows for easier compliance and will 
still adequately serve the liquidity needs of investors of Security 
investors, which the Exchange believes promotes the removal of 
impediments to and perfection of the mechanism of a free and open 
market and a national market system, consistent with Section 6(b)(5) of 
the Exchange Act.\288\
---------------------------------------------------------------------------

    \285\ 15 U.S.C. 78f(b)(5).
    \286\ See NYSE American Rule 7, Section 2.
    \287\ In this regard, the Exchange believes the proposed Market 
Making Rules are not designed to permit unfair discrimination 
between BSTX Participants, consistent with Section 6(b)(5) of the 
Exchange Act. 15 U.S.C. 78f(b)(5).
    \288\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange has also proposed that the minimum quotation size of 
Market Makers will be one Security. As noted above, the Exchange 
believes that Securities may initially trade in smaller increments 
relative to other listed equities and that reducing the two-sided 
quoting increment from one round lot (i.e., 100 shares) to one Security 
would be sufficient to meet liquidity demands and would make it easier 
for Market Makers and DMMs to meet their quotation obligations, which 
in turn incentivize more Market Maker participation. The Exchange 
believes that adopting quotation requirements and parameters that are 
appropriate for the nature and types of securities that will trade on 
the Exchange will promote the protection of investors and the public 
interest by assuring that the Exchange Rules are appropriately tailored 
to its market.
K. BSTX Listing Rules (Rule 26000 and 27000 Series)
    The BSTX Listing Rules, which include the Rule 26000 and 27000 
Series, have been adapted from, and are substantially similar to, Parts 
1-12 of the NYSE American LLC Company Guide.\289\ Except as described 
below, each proposed Rule in the BSTX 26000 and 27000 series is 
substantially similar to a Section of the NYSE American Company 
Guide.\290\ Below is further detail.
---------------------------------------------------------------------------

    \289\ All references to various ``Sections'' in the discussion 
of these Listing Rules refer to the various Sections of the NYSE 
American Company Guide.
    \290\ The Exchange notes that while the numbering of BSTX's 
Listing Rules generally corresponds to a Section of the NYSE 
American LLC Company Guide, BSTX did not integrate certain Sections 
of the NYSE American Company Guide that the Exchange deemed 
inapplicable to its operations, such as with respect to types of 
securities which the Exchange is not proposing to make eligible for 
listing (e.g., foreign issuers, other than those from Canada). 
Further, the Exchange formulated a small amount of new rules to 
reflect requirements relating to the use of blockchain technology as 
an ancillary recordkeeping mechanism, as described more fully 
herein. The Exchange also proposes to modify cross-references in the 
proposed Listing Rules to accord with its Rules.
---------------------------------------------------------------------------

     The BSTX Listing Rules (26100 series) are based on the 
NYSE American Original Listing Requirements (Sections 101-146).\291\
---------------------------------------------------------------------------

    \291\ Pursuant to proposed Rule 26135, all securities initially 
listing on BSTX, except securities which are book-entry only, must 
be eligible for a Direct Registration Program operated by a clearing 
agency registered under Section 17A of the Exchange Act. 15 U.S.C. 
78q-1.
---------------------------------------------------------------------------

     The BSTX Original Listing Procedures (26200 series) are 
based on the NYSE American Original Listing Procedures (Sections 201-
222).
     The BSTX Additional Listings Rules (26300 series) are 
based on the NYSE American Additional Listings Sections (Sections 301-
350).
     The BSTX Disclosure Policies (26400 series) are based on 
the NYSE American Disclosure Policies (Sections 401-404).
     The BSTX Dividends and Splits Rules (26500 series) are 
based on the NYSE American Dividends and Stock Splits Sections 
(Sections 501-522).
     The BSTX Accounting; Annual and Quarterly Reports Rules 
(26600 series) are based on the NYSE American Accounting; Annual and 
Quarterly Reports Sections (Sections 603-624).
     The BSTX Shareholders' Meetings, Approval and Voting of 
Proxies Rules (26700 series) are based on the NYSE American 
Shareholders' Meetings, Approval and Voting of Proxies Sections 
(Sections 701-726).\292\
---------------------------------------------------------------------------

    \292\ The Exchange notes that the proposed fees for certain 
items in the proposed Listing Rules (e.g., proxy follow-up mailings) 
are the same as those charged by NYSE American. See e.g., proposed 
IM-26722-8 cf. NYSE American Section 722.80.
---------------------------------------------------------------------------

     The BSTX Corporate Governance Rules (26800 series) are 
based on the NYSE American Corporate Governance Sections (Sections 801-
809).
     The BSTX Additional Matters Rules (26900 series) are based 
on the NYSE American Additional Matters Sections (Sections 920-994).
     The BSTX Suspension and Delisting Rules (27000 series) are 
based on the NYSE American Suspension and Delisting Sections (Sections 
1001-1011).
     The BSTX Guide to Filing Requirements (27100 series) are 
based on the NYSE American Guide to Filing Requirements (Section 1101).
     The BSTX Procedures for Review of Exchange Listing 
Determinations (27200 series) are based on the NYSE American Procedures 
for Review of Exchange Listing Determinations (Sections 1201-1211).
    Notwithstanding that the proposed BSTX Listing Rules are 
substantially similar to those of other exchanges, BSTX proposes 
certain additions or modifications to these rules specific to its 
market. For example, BSTX proposes to add definitions that apply to the 
proposed BSTX Listing Rules. The definitions set forth in proposed Rule 
26000 are designed to facilitate understanding of the BSTX Listing 
Rules by market participants. Increased

[[Page 51278]]

clarity may serve to remove impediments to and perfect the mechanism of 
a free and open market and a national market system and may also foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, consistent with Section 
6(b)(5) of the Exchange Act.\293\
---------------------------------------------------------------------------

    \293\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    With respect to initial listing standards, which begin at proposed 
Rule 26101, the Exchange proposes to adopt listing standards that are 
substantially similar to the NYSE American listing rules.\294\ The 
Exchange believes that adopting listing rules similar to those in place 
on other national securities exchanges will facilitate more uniform 
standards across exchanges, which helps foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, consistent with Section 6(b)(5) of the Exchange 
Act.\295\ Market participants that are already familiar with NYSE 
American's listing standards will already be familiar with most of the 
substance of the proposed listing rules. The Exchange also believes 
that adopting proposed listing standards that closely resemble those of 
NYSE American may also foster competition among listing exchanges for 
companies seeking to publicly list their securities. The Exchange is 
proposing an addition (relative to the NYSE American listing rules) to 
the initial listing standards for preferred Securities.\296\ 
Specifically, the Exchange proposes an additional standard for 
preferred Securities to list on the Exchange based on NASDAQ Rule 
5510.\297\ The Exchange believes a proposed rule providing an 
additional initial listing standard for preferred Securities consistent 
with a similar provision of NASDAQ would expand the possible universe 
of issuances that would be eligible to list on the Exchange to include 
preferred Securities. The Exchange believes that such a rule would help 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, consistent with Section 6(b)(5) of 
the Exchange Act by giving issuers an additional means by which it 
could list a different type of security (i.e., a preferred Security) 
and investors the opportunity to trade in such preferred 
Securities.\298\ Further, consistent with the public interest, rules 
that provide more opportunity for listings may promote competition 
among listing exchanges and capital formation for issuers.
---------------------------------------------------------------------------

    \294\ See NYSE American Section 101. The Exchange understands 
that the Commission has extended relief to NYSE American with 
respect to certain quantitative listing standards that do not meet 
the thresholds of SEC Rule 3a51-1. 17 CFR 240.3a51-1. Initial 
listings of securities that do not meet such thresholds and are not 
subject to the relief provided to NYSE American would qualify as 
``penny stocks'' and would be subject to additional regulation. BSTX 
notes that it is not seeking relief related to SEC Rule 3a51-1 and 
therefore has clarified proposed Rule 26101(a)(2) to ensure that 
issuers have at least one year of operating history. BSTX will also 
require new listings pursuant to proposed Rule 26102 to have a 
public distribution of 1 million Securities, 400 public Security 
holders, and a minimum market price of $4 per Security. These 
provisions meet the requirements in SEC Rule 3a51-1 and are 
consistent with the rules of other national securities exchanges. 
See e.g., Nasdaq Rule 5510. The quantitative thresholds specified in 
Rule 26102 are also reflected in the Sample Underwriter's Letter 
that is Exhibit 3M to this proposal. In addition, the Exchange notes 
that proposed Rule 26140, which governs the additional listing 
requirements of a company that is affiliated with the Exchange, is 
based on similar provisions in NYSE American Rule 497 and IEX 
14.205.
    \295\ 15 U.S.C. 78f(b)(5).
    \296\ See proposed Rule 26103.
    \297\ See proposed Rule 26103(b)(2). Preferred Security 
Distribution Standard 2 requires that a preferred Security listing 
satisfy the following conditions: Minimum bid price of at least $4 
per Security; at least 10 Round Lot holders; at least 200,000 
Publicly Held Securities; and Market Value of Publicly Held 
Securities of at least $3.5 million.
    \298\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In certain instances, BSTX proposes to add additional provisions 
not currently provided for in the NYSE American LLC Company Guide that 
are specific to Securities. For example, pursuant to proposed Rule 
26230(a) (Security Architecture Responsibility and Audit), prior to 
approving a Security for trading on BSTX, the Exchange would conduct an 
audit of the Security's architecture to ensure compliance with the BSTX 
Protocol as outlined in Rule 26138.\299\ The purpose of this 
requirement is to ensure that the design and structure of a prospective 
BSTX-listed company's Security is compatible with the BSTX Protocol for 
purposes of facilitating updates to the blockchain as an ancillary 
recordkeeping mechanism. The Exchange may use third party service 
providers that have demonstrated sufficient technical expertise in 
blockchain technology and an understanding of the BSTX Protocol to 
conduct this audit on behalf of the Exchange. To the extent an issuer 
looking to list its shares on BSTX as Securities failed the audit by 
BSTX of its Security architecture, the issuer would not meet the 
requirements of BSTX's listing rules and would therefore not be 
permitted to list its shares on BSTX until it successfully passed the 
Security audit.\300\
---------------------------------------------------------------------------

    \299\ Proposed Rule 26230 further provides that an applicant 
that is denied pursuant to this section may appeal the decision via 
the process outlined in the Rule 27200 Series.
    \300\ The Exchange expects that some issuers may choose to use 
an outside vendor to help build their Security in a manner that 
complies with the BSTX Protocol. The BSTX Protocol is open-source, 
so there is no need to use any particular vendor over another. The 
Exchange understands that there are numerous technology companies 
that offer these services, and issuers would be free to select one 
of their choosing.
---------------------------------------------------------------------------

    Further, the Exchange proposes that Rule 26230(b) would provide 
that a listed company (i.e., issuer) remains responsible for ensuring 
that its Security remains compatible with the BSTX Protocol and 
accurately reflects the number of shares outstanding. The Exchange 
recognizes that, in certain circumstances, it may be necessary for a 
listed company to modify certain aspects of the smart contract 
corresponding to a Security. For example, in the case of a stock split, 
a listed company may need to increase the total supply of Securities as 
programmed into its Security smart contract. Proposed Rule 26230(b) 
would provide that notice of any such modification of the smart 
contract corresponding to a Security (e.g., to increase the total 
supply) must be provided to the Exchange at least five calendar days in 
advance of implementation to allow the Exchange to audit the proposed 
modification.\301\ While the Exchange believes that five calendar days 
will provide sufficient time for it to ensure that a Security is 
appropriately updated in advance of any implementation, the Exchange 
recognizes that there could conceivably be circumstances in which a 
change takes longer than expected to implement. Accordingly, the 
Exchange proposes that Rule 26230(b) would also provide that, to the 
extent additional time is needed to appropriately implement the 
modification, the Exchange may exercise its authority to suspend the 
ancillary recordkeeping process pursuant to Rule 17020(f). The Exchange 
notes that the primary circumstances under which a modification to a 
smart contract corresponding to a Security may be necessary is where 
there is a change to the total supply of the Security, which could 
occur in the case of a stock split, a reverse stock split, a buy-back, 
or a dividend in kind. The Exchange notes that any delay in the 
implementation of a change to a smart contract that

[[Page 51279]]

corresponds to a Security shall in no way impact the record date or ex-
dividend date for any dividend, distribution, or other action. The 
Exchange believes that proposed Rule 26230 would foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, consistent with Section 6(b)(5) of the Exchange 
Act,\302\ because it facilitates the ancillary recordkeeping mechanism 
for BSTX-listed Securities which is a first step toward the potential 
integration of blockchain technology to securities transactions. 
Without ensuring that BSTX-listed companies' Securities are compatible 
with the BSTX Protocol, the use of blockchain technology as an 
ancillary recordkeeping mechanism could be impaired.
---------------------------------------------------------------------------

    \301\ The Exchange expects that it will work with issuers to 
help ensure that their Securities comply with the BSTX Protocol. 
However, as with all Exchange Rules, failure to comply could result 
in potential suspension and delisting in accordance with the Rule 
27000 Series.
    \302\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    With respect to the definitions in proposed Rule 26000, these are 
designed to facilitate understanding of the BSTX Listing Rules by 
market participants. The Exchange believes that allowing market 
participants to better understand and interpret the BSTX Listing Rules 
removes impediments to and perfects the mechanism of a free and open 
market and a national market system, and may also foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, consistent with Section 6(b)(5) of the 
Exchange Act.\303\
---------------------------------------------------------------------------

    \303\ Id.
---------------------------------------------------------------------------

    The Exchange also proposes certain enhancements to the notice 
requirements for listed companies to communicate to BSTX related to 
record dates and defaults.\304\ The Exchange believes that these 
additional disclosure and communication obligations can help BSTX in 
monitoring for listed company compliance with applicable rules and 
regulations; such additional disclosure obligations are designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest, consistent with Section 
6(b)(5) of the Exchange Act.\305\
---------------------------------------------------------------------------

    \304\ See Proposed Rule 26502, which requires, among other 
things, a listing company to give the Exchange at least ten days' 
notice in advance of a record date established for any other 
purpose, including meetings of shareholders.
    \305\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange's proposed Rules provide additional flexibility for 
listed companies in choosing how liquidity would be provided in their 
listings by allowing listed companies to meet either the DMM 
Requirement or Active Market Maker Requirement for initial listing and 
continued trading.\306\ Pursuant to proposed Rule 26205, a company may 
choose to be assigned a DMM by the Exchange or to select its own 
DMM.\307\ Alternatively, a company may elect, or the Exchange may 
determine, that, in lieu of a DMM, a minimum of three (3) market makers 
would be assigned to the Security at initial listing; such requirement 
may be reduced to two (2) market makers following the initial listing, 
consistent with proposed Rule 26106. The Exchange believes that such 
additional flexibility would promote the removal of impediments to and 
perfection of the mechanism of a free and open market and a national 
market system, consistent with Section 6(b)(5) of the Exchange 
Act.\308\ The Commission has previously approved exchange rules 
providing for three market makers to be assigned to a particular 
security upon initial listing and only two for continued listing.\309\ 
In accordance with these previously approved rules, the Exchange 
believes proposed Rule 26205 would ensure fair and orderly markets and 
would facilitate the provision of sufficient liquidity for Securities.
---------------------------------------------------------------------------

    \306\ See proposed Rule 26205. BSTX-listed Securities must meet 
the criteria specified in proposed Rule 26106, which provides that 
unless otherwise provided, all Securities listed pursuant to the 
BSTX Listing Standards must meet one of the following requirements: 
(1) The DMM Requirement whereby a DMM must be assigned to a given 
Security; or (2) the Active Market Maker Requirement which states 
that (i) for initial inclusion the Security must have at least three 
registered and active Market Makers, and (ii) for continued listing, 
a Security must have at least two registered and active Market 
Makers, one of which may be a Market Maker entering a stabilizing 
bid.
    \307\ Exchange personnel responsible for managing the listing 
and onboarding process will be responsible for determining to which 
DMM a Security will be assigned. As provided in proposed Rule 26205, 
the Exchange makes every effort to see that each Security is 
allocated in the best interests of the company and its shareholders, 
as well as that of the public and the Exchange. Similarly, the 
Exchange anticipates that these same personnel will be responsible 
for answering questions relating to the Exchange's listing rules 
pursuant to proposed Rule 26994 (New Policies). The Exchange notes 
that certain provisions in the NYSE American Listing Manual 
contemplate a ``Listing Qualifications Analyst'' that would perform 
a number of these functions. The Exchange is not proposing to adopt 
provisions that specifically contemplate a ``Listing Qualifications 
Analyst,'' but expects to have personnel that will perform the same 
basic functions, such as advising issuers and prospective issuers 
with respect to the BSTX Listing Rules.
    \308\ 15 U.S.C. 78f(b)(5).
    \309\ See e.g., IEX Rule 14.206.
---------------------------------------------------------------------------

    The Exchange also proposes a number of other non-substantive 
changes from the baseline NYSE American listing rules, such as to 
eliminate references to the concept of a ``specialist,'' since BSTX 
will not have a specialist,\310\ or references to certificated 
equities, since Securities will be uncertificated equities.\311\ As 
another example, NYSE American Section 623 requires that three copies 
of certain press releases be sent to the exchange, while the Exchange 
proposes only that a single copy of such press release be shared with 
the Exchange.\312\ In addition, the Exchange proposes to adopt Rule 
26720 in a manner that is substantially similar to NYSE American 
Section 720, but proposes to modify the internal citations to ensure 
consistency with its proposed Rulebook.\313\ In its proposed Rules, the

[[Page 51280]]

Exchange has not included certain form letters related to proxy rules 
that are included in the NYSE American rules; \314\ instead, these 
forms will be included in the BSTX Listing Supplement.\315\ The 
Exchange is not proposing to adopt provisions relating to future priced 
securities at this time.\316\ In addition, the Exchange is not 
proposing to allow for listing of foreign companies, other than 
Canadian companies,\317\ or to allow for issuers to transfer their 
existing securities to BSTX.\318\ Similarly, the Exchange is not 
proposing at this time to support Security debt securities, so the 
Exchange has not proposed to adopt certain provisions from the NYSE 
American Listing Manual related to bonds/debt securities \319\ or the 
trading of units.\320\ The Exchange believes that the departures from 
the NYSE American rules upon which the proposed Rules are based, as 
described above, are non-substantive (e.g., by not including provisions 
relating to instruments that will not trade on the Exchange), would 
apply to all issuers in the same manner and are therefore not designed 
to permit unfair discrimination, consistent with Section 6(b)(5) of the 
Exchange Act.\321\
---------------------------------------------------------------------------

    \310\ See e.g., NYSE American Section 513(f), noting that open 
orders to buy and open orders to sell on the books of a specialist 
on an ex rights date are reduced by the cash value of the rights. 
Proposed Rule 26340(f) deletes this provision because BSTX will not 
have specialists. Similarly, because BSTX will not have specialists, 
the Exchange is not proposing to adopt a parallel rule to NYSE 
American Section 516, which specifies that certain types of orders 
are to be reduced by a specialist when a security is quoted ex-
dividend, ex-distribution or ex-rights are set forth in NYSE 
American Rule 132.
    \311\ See e.g., NYSE American Section 117 including a clause 
relating to paired securities for which ``the stock certificates of 
which are printed back-to-back on a single certificate''). 
Similarly, the Exchange has proposed to replace certain references 
to the ``Office of General Counsel'' contained in certain NYSE 
American Listing Rule (see e.g., Section 1205) with references to 
the Exchange's ``Legal Department'' to accommodate differences in 
BSTX's organizational structure. See proposed Rule 27204. As another 
example, proposed Rule 27205 refers to the Exchange's ``Hearing 
Committee'' as defined in Section 6.08 of the Exchange's By-Laws to 
similarly accommodate organizational differences between the 
Exchange and NYSE American.
    \312\ See proposed Rule 26623.
    \313\ Specifically, proposed Rule 26720 would provide that 
participants must comply with Rules 26720 through 26725 and BSTX's 
Rule 22020 (Forwarding of Proxy and Other Issuer-Related Materials; 
Proxy Voting). NYSE American Section 726, upon which proposed Rule 
26720 is based, includes cross-references to NYSE American's 
corresponding rules to proposed Rules 26720 through 26725, and also 
includes cross-references to NYSE American Rules 578 through 585, 
for which the Exchange is not proposing corresponding rules. These 
NYSE American rules for which the Exchange is not proposing to adopt 
a parallel rule relate to certain requirements specific to proxy 
voting (e.g., requiring that a member state the actual number of 
shares for which a proxy is given--NYSE American Rule 578) or, in 
some cases, relate to certificated securities (e.g., NYSE American 
Rule 579), which would be inapplicable to the Exchange since it 
proposes to only list uncertificated securities. The Exchange 
believes that it does not need to propose to adopt parallel rules 
corresponding to NYSE American Rules 578-585 at this time and notes 
that other listing exchanges do not appear have corresponding 
versions of these NYSE American Rules. See e.g., Cboe BZX Rules. The 
Exchange believes that proposed Rule 26720 and the Exchange's other 
proposed Rules governing proxies, including those referenced in 
proposed Rule 26720, are sufficient to govern BSTX Participants' 
obligations with respect to proxies.
    \314\ The forms found in NYSE American Section 722.20 and 722.40 
will be included in the BSTX Listing Supplement.
    \315\ The BSTX Listing Supplement would contain samples of 
letters containing the information and instructions required 
pursuant to the proxy rules to be given to clients in the 
circumstances indicated in the appropriate heading. These are 
intended to serve as examples and not as prescribed forms. 
Participants would be permitted to adapt the form of these letters 
for their own purposes provided all of the required information and 
instructions are clearly enumerated in letters to clients. Pursuant 
to proposed Rule 26212, the BSTX Listing Supplement would also 
include a sample application for original listing, which the 
Exchange has included as Exhibit 3G. In addition, proposed Rule 
26350 states that the BSTX Listing Supplement will include a sample 
cancellation notice; the Exchange expects such notice to be 
substantially in the same form as NYSE American's sample notice in 
NYSE American Section 350. Other examples of items that would appear 
in the BSTX Listing Supplement include certain certifications to be 
completed by the CEO of listed companies pursuant to proposed Rule 
26810(a) and (c), and forms of letters to be sent to clients 
requesting voting instructions and other letters relating to proxy 
votes pursuant to proposed IM-26722-2 and IM-26722-4. The Exchange 
expects that these proposed materials in the BSTX Listing Supplement 
will be substantially similar to the corresponding versions of such 
samples used by NYSE American. The purpose of putting these sample 
letters and other information into the BSTX Listing Supplement 
rather than directly in the rules is to improve the readability of 
the Rules.
    \316\ See e.g., NYSE American Section 101, Commentary .02. The 
Exchange is also not proposing to adopt a parallel provision to NYSE 
American Section 950 (Explanation of Difference between Listed and 
Unlisted Trading Privileges) because the Exchange believes that such 
provision is not necessary and contains extraneous historical 
details that are not particularly relevant to the trading of 
Securities. The Exchange notes that numerous other listing exchanges 
do not have a similar provision to NYSE American Section 950. See 
e.g., IEX Listing Rules.
    \317\ See proposed Rule 26109. Because the Exchange does not 
propose to allow foreign issuers of Securities, it does not propose 
to adopt a parallel provision to NYSE American Section 110 and other 
similar provisions relating to foreign issuers--e.g., NYSE American 
Section 801(f).
    \318\ Consequently, the Exchange does not propose to adopt a 
parallel provision to NYSE American Section 113 at this time.
    \319\ See e.g., NYSE American Sections 1003(b)(iv) and (e).
    \320\ See e.g., NYSE American Sections 106(f), 401(i), and 
1003(g).
    \321\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange proposes in Rule 26507 to prohibit the issuance of 
fractional Securities and to provide that cash must be paid in lieu of 
any distribution or part of a distribution that might result in 
fractional interests in Securities.\322\ The Exchange believes that 
disallowing fractional shares reduces complexity. By extension, the 
requirement to provide cash in lieu of fractional shares simplifies the 
process related to share transfer and tracking of share ownership. The 
Exchange believes that this simplification promotes just and equitable 
principles of trade, fosters cooperation and coordination with persons 
engaged in regulating, clearing, settling, processing information with 
respect to, and facilitating transactions in securities, removes 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, protects investors and the 
public interest, consistent with Section 6(b)(5) of the Exchange 
Act.\323\
---------------------------------------------------------------------------

    \322\ The Exchange also proposes certain conforming changes in 
Rule 26503 (Form of Notice) to reiterate that fractional interests 
in Securities are not permitted by the Exchange.
    \323\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Proposed BSTX Rule 26130 (Original Listing Applications) would 
require listing applicants to furnish a legal opinion that the 
applicant's Security is a security under applicable United States 
securities laws. Such a requirement provides assurance to the Exchange 
that Security trading relates to appropriate asset classes. The 
Exchange believes that this Rule promotes just and equitable principles 
of trade and, in general, protects investors and the public interest, 
consistent with Section 6(b)(5) of the Exchange Act.\324\
---------------------------------------------------------------------------

    \324\ Id.
---------------------------------------------------------------------------

    The Exchange proposes to adopt corporate governance listing 
standards as its Rule 26800 series that are substantially similar to 
the corporate governance listing standards set forth in Part 8 of the 
NYSE American Listing Manual. However, it includes certain 
clarifications, most notably that certain proposed provisions are not 
intended to restrict the number of terms that a director may serve 
\325\ and that, if a limited partnership is managed by a general 
partner rather than a board of directors, the audit committee 
requirements applicable to the listed entity should be satisfied by the 
general partner.\326\ The Exchange also notes that, unlike the current 
NYSE American rules upon which the proposed Rules are based, the 
proposed Rules on corporate governance do not include provisions on 
asset-backed securities and foreign issues (other than those from 
Canada), since the Exchange does not proposed to allow for such foreign 
issuers to list on BSTX at this time.
---------------------------------------------------------------------------

    \325\ See proposed Rule 26802(d).
    \326\ See proposed Rule 26801(b).
---------------------------------------------------------------------------

    The Exchange proposes to adopt additional listing rules as its Rule 
26900 series that are substantially similar to the corporate governance 
listing standards set forth in Part 9 of the NYSE American Listing 
Manual. The only significant difference from the baseline NYSE American 
rules is that the proposed BSTX Rules do not include provisions related 
to certificated securities, since Securities listed on BSTX will be 
uncertificated.
    The Exchange proposes to adopt suspension and delisting rules as 
its Rule 27000 series that are substantially similar to the corporate 
governance listing standards set forth in Parts 10, 11, and 12 of the 
NYSE American Listing Manual. The proposed rules do not include 
concepts from the baseline NYSE American rules regarding foreign, fixed 
income securities, or other non-equity securities because the Exchange 
is not proposing to allow for listing of such securities at this 
time.\327\
---------------------------------------------------------------------------

    \327\ As with all sections of the proposed rules, references to 
``securities'' have been changed to ``Securities'' where appropriate 
and, in the Rule 27000 series, certain references have been 
conformed from the baseline NYSE American provisions to account for 
the differences in governance structure and naming conventions of 
BSTX.
---------------------------------------------------------------------------

    The Exchange believes that the proposals in the Rule 26800 to Rule 
27000 Series, which are based on the rules of NYSE American with the 
differences explained above, are designed to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, remove impediments to and perfect the mechanism of a free 
and open market

[[Page 51281]]

and a national market system, and, in general to protect investors and 
the public interest. Further, the differences in the proposals compared 
to the analogous NYSE American provisions appropriately reflect the 
differences between the two exchanges. The Exchange believes that 
ensuring that its systems are appropriately described in the BSTX Rules 
facilitates market participants' review of such Rules, which serves to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system by ensuring that market 
participants can easily navigate, understand and comply with the 
Exchange's rulebook. Therefore, the Exchange believes its proposals are 
consistent with Section 6(b)(5) of the Exchange Act.\328\
---------------------------------------------------------------------------

    \328\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

L. Fees (Rule 28000 Series)
    The Exchange proposes to set forth as its Rule 28000 Series (Fees) 
the Exchange's authority to prescribe reasonable dues, fees, 
assessments or other charges as it may deem appropriate.\329\ As 
provided in proposed Rule 28000 (Authority to Prescribe Dues, Fees, 
Assessments and Other Charges), these fees may include membership dues, 
transaction fees, communication and technology fees, regulatory fees, 
and other fees, which will be equitably allocated among BSTX 
Participants, issuers, and other persons using the Exchange's 
facilities.\330\ Proposed Rule 28010 (Regulatory Revenues) generally 
provides that any revenues received by the Exchange from fees derived 
from its regulatory function or regulatory fines will not be used for 
non-regulatory purposes or distributed to the stockholder, but rather, 
shall be applied to fund the legal and regulatory operations of the 
Exchange (including surveillance and enforcement activities).
---------------------------------------------------------------------------

    \329\ As described above, recording information to the Ethereum 
blockchain requires payment of gas by the individual or entity who 
desires to post such a record. The payment of gas will be performed 
by the Wallet Manager as a service provider to the Exchange carrying 
out the function of updating the Ethereum blockchain as an ancillary 
recordkeeping mechanism. The Exchange does not plan to charge a fee 
to cover the costs associated with gas and updating the Ethereum 
blockchain. The Exchange also notes that gas costs are typically 
negligible and anticipates actual monthly gas expenditures to be of 
a de minims amount.
    \330\ Proposed Rule 28000 further provides authority for the 
Exchange to charge BSTX Participants a regulatory transaction fee 
pursuant to Section 31 of the Exchange Act (15 U.S.C. 78ee) and that 
the Exchange will set forth fees pursuant to publicly available 
schedule of fees.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Rule 28000 Series (Fees) is 
consistent with Sections 6(b)(5) of the Exchange Act because these 
proposed rules are designed to protect investors and the public 
interest by setting forth the Exchange's authority to assess fees on 
BSTX Participants, which would be used to operate the BSTX System and 
surveil BSTX for compliance with applicable laws and rules. The 
Exchange believes that the proposed Rule 28000 Series (Fees) is also 
consistent with Sections 6(b)(3) of the Exchange Act \331\ because the 
proposed Rules specify that all fees assessed by the Exchange shall be 
equitably allocated among BSTX Participants, issuers and other persons 
using the Exchange's facilities. The Exchange notes that the proposed 
Rule 28000 Series is substantially similar to the existing rules of 
another exchange.\332\ The Exchange intends to submit a proposed rule 
change to the Commission setting forth the proposed fees relating to 
trading on BSTX in advance of the launch of BSTX.
---------------------------------------------------------------------------

    \331\ 15 U.S.C. 78f(b)(5).
    \332\ See Cboe BZX Rules 15.1 and 15.2.
---------------------------------------------------------------------------

IV. Minor Rule Violation Plan
    The Exchange's disciplinary rules, including Exchange Rules 
applicable to ``minor rule violations,'' are set forth in the Rule 
12000 Series of the Exchange's current Rules. Such disciplinary rules 
would apply to BSTX Participants and their associated persons pursuant 
to proposed Rule 24000. The Exchange's Minor Rule Violation Plan 
(``MRVP'') specifies those uncontested minor rule violations with 
sanctions not exceeding $2,500 that would not be subject to the 
provisions of Rule 19d-1(c)(1) under the Exchange Act \333\ requiring 
that an SRO promptly file notice with the Commission of any final 
disciplinary action taken with respect to any person or 
organization.\334\ The Exchange's MRVP includes the policies and 
procedures set forth in Exchange Rule 12140 (Imposition of Fines for 
Minor Violations).
---------------------------------------------------------------------------

    \333\ 17 CFR 240.19d-1(c)(1).
    \334\ The Commission adopted amendments to paragraph (c) of Rule 
19d-1 to allow SROs to submit for Commission approval plans for the 
abbreviated reporting of minor disciplinary infractions. See 
Exchange Act Release No. 21013 (June 1, 1984), 49 FR 23828 (June 8, 
1984). Any disciplinary action taken by an SRO against any person 
for violation of a rule of the SRO which has been designated as a 
minor rule violation pursuant to such a plan filed with and declared 
effective by the Commission will not be considered ``final'' for 
purposes of Section 19(d)(1) of the Exchange Act if the sanction 
imposed consists of a fine not exceeding $2,500 and the sanctioned 
person has not sought an adjudication, including a hearing, or 
otherwise exhausted his administrative remedies.
---------------------------------------------------------------------------

    The Exchange proposes to amend its MRVP and Rule 12140 to include 
proposed Rule 24010 (Penalty for Minor Rule Violations). The Rules 
included in proposed Rule 24010 as appropriate for disposition under 
the Exchange's MRVP are: (a) Rule 20000 (Maintenance, Retention and 
Furnishing of Records); (b) Rule 25070 (Audit Trail); (c) Rule 
25210(a)(1) (Two-Sided Quotation Obligations of BSTX Market Makers); 
and Rule 25120 (Short Sales). The rules included in proposed Rule 12140 
are the same as the rules included in the MRVPs of other 
exchanges.\335\ Upon implementation of this proposal, the Exchange will 
include the enumerated trading rule violations in the Exchange's 
standard quarterly report of actions taken on minor rule violations 
under the MRVP. The quarterly report includes: The Exchange's internal 
file number for the case, the name of the individual and/or 
organization, the nature of the violation, the specific rule provision 
violated, the sanction imposed, the number of times the rule violation 
has occurred, and the date of disposition. The Exchange's MRVP, as 
proposed to be amended, is consistent with Sections 6(b)(1), 6(b)(5) 
and 6(b)(6) of the Exchange Act,\336\ which require, in part, that an 
exchange have the capacity to enforce compliance with, and provide 
appropriate discipline for, violations of the rules of the Commission 
and of the exchange. In addition, because amended Rule 12140 will offer 
procedural rights to a person sanctioned for a violation listed in 
proposed Rule 24010, the Exchange will provide a fair procedure for the 
disciplining of members and associated persons, consistent with Section 
6(b)(7) of the Exchange Act.\337\
---------------------------------------------------------------------------

    \335\ See e.g., IEX Rule 9.218 and Cboe BZX Rule 8.15.01.
    \336\ 15 U.S.C. 78f(b)(1), 78f(b)(5) and 78f(b)(6).
    \337\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------

    This proposal to include the rules listed in Rule 24010 in the 
Exchange's MRVP is consistent with the public interest, the protection 
of investors, or otherwise in furtherance of the purposes of the 
Exchange Act, as required by Rule 19d-1(c)(2) under the Exchange 
Act,\338\ because it should strengthen the Exchange's ability to carry 
out its oversight and enforcement responsibilities as an SRO in cases 
where full disciplinary proceedings are unsuitable in view of the minor 
nature of the particular violation. In requesting the proposed change 
to the MRVP, the Exchange in no way minimizes the importance of 
compliance with Exchange Rules and all other rules subject to the 
imposition of fines under the MRVP. However, the MRVP provides a 
reasonable means of addressing rule violations that do not

[[Page 51282]]

rise to the level of requiring formal disciplinary proceedings, while 
providing greater flexibility in handling certain violations. The 
Exchange will continue to conduct surveillance with due diligence and 
make a determination based on its findings, on a case-by-case basis, 
whether a fine of more or less than the recommended amount is 
appropriate for a violation under the MRVP or whether a violation 
requires a formal disciplinary action.
---------------------------------------------------------------------------

    \338\ 17 CFR 240.19d-1(c)(2).
---------------------------------------------------------------------------

V. Amendments to Existing BOX Rules
    Due to the new BSTX trading facility and the introduction of 
trading in Securities, a type of equity security, on the Exchange, the 
Exchange proposes to amend those Exchange Rules that would apply to 
BSTX Participants, but that currently only contemplate trading in 
options. Therefore, the Exchange is seeking to amend the following 
Exchange Rules, each of which is set forth in Exhibit 5B:
     Rule 100(a) (Definitions) ``Options Participant'' or 
``Participant'': The Exchange proposes to change the definition of 
``Options Participant or Participant'' to ``Participant'' to reflect 
Options Participants and BSTX Participants and to amend the definition 
as follows: ``The term `Participant' means a firm, or organization that 
is registered with the Exchange pursuant to the Rule 2000 Series for 
purposes of participating in trading on a facility of the Exchange and 
includes an `Options Participant' and `BSTX Participant.' ''
     Rule 100(a) (Definitions) ``Options Participant'': The 
Exchange proposes to add a definition of ``Options Participant'' that 
would be defined as follows: ``The term `Options Participant' is a 
Participant registered with the Exchange for purposes of participating 
in options trading on the Exchange.'' \339\
---------------------------------------------------------------------------

    \339\ In addition, as a result of these new defined terms, the 
Exchange proposes to renumber definitions set forth in Rule 100(a) 
to keep the definitions in alphabetically order.
---------------------------------------------------------------------------

     Rule 2020(g)(2) (Participant Eligibility and 
Registration): The Exchange proposes to delete subsection (g)(2) and 
replace it with the following: ``(2) persons associated with a 
Participant whose functions are related solely and exclusively to 
transactions in municipal securities; (3) persons associated with a 
Participant whose functions are related solely and exclusively to 
transactions in commodities; (4) persons associated with a Participant 
whose functions are related solely and exclusively to transactions in 
securities futures, provided that any such person is appropriately 
registered with a registered futures association; and (5) persons 
associated with a Participant who are restricted from accessing the 
Exchange and that do not engage in the securities business of the 
Participant relating to activity that occurs on the Exchange.'' \340\
---------------------------------------------------------------------------

    \340\ In addition to revising Rule 2020(g)(2) to broaden it to 
include securities activities beyond just options trading, the 
Exchange proposes to add greater specificity to define persons that 
are exempt from registration, consistent with the approach adopted 
by other exchanges. See e.g., IEX Rule 2.160(m).
---------------------------------------------------------------------------

     Rule 2060 (Revocation of Participant Status or Association 
with a Participant): The Exchange proposes to amend Rule 2060 to refer 
to ``securities transactions'' rather than ``options securities 
transactions.''
     Rule 3180(a) (Mandatory Systems Testing): The Exchange 
proposes to amend subsection (a)(1) of Rule 3180 to also include BSTX 
Participants, in addition to the categories of Market Makers and OFPs.
     Rule 7130(a)(2)(v) Execution and Price/Time Priority: The 
Exchange proposes to update the cross reference to Rule 100(a)(58) to 
refer to Rule 100(a)(59), which defines the term ``Request for Quote'' 
or ``RFQ'' under the Rules after the proposed renumbering.
     Rule 7150(a)(2) (Price Improvement Period): The Exchange 
proposes to amend Rule 7150(a)(2) to update the cross reference to the 
definition of a Professional in Rule 100(a)(51) to instead refer to 
Rule 100(a)(52), which is where that term would be defined in the Rules 
after the proposed renumbering.
     Rule 7230 (Limitation of Liability): The Exchange proposes 
to amend the references in Rule 7230 to ``Options Participants'' to 
simply ``Participants.''
     Rule 7245(a)(4) (Complex Order Price Improve Period): The 
Exchange proposes to update the cross reference to Rule 100(a)(51) to 
refer to Rule 100(a)(52), which defines the term ``Professional'' after 
the proposed renumbering.
     IM-8050-3: The Exchange proposes to update the cross 
reference to Rule 100(a)(55) to refer to Rule 100(a)(56), which defines 
the term ``quote'' or ``quotation'' after the proposed 
renumbering.\341\
---------------------------------------------------------------------------

    \341\ Current Exchange Rule 100(a)(55) defines the term 
``Quarterly Options Series,'' but the intended reference in IM-8050-
3 was the definition of ``quote'' or ``quotation.'' The term 
``quote'' or ``quotation'' is currently defined in Rule 100(a)(56), 
but is proposed to be renumbered as Rule 100(a)(57).
---------------------------------------------------------------------------

     Rule 11010(a) ``Investigation Following Suspension'': The 
Exchange proposes to amend subsection (a) of Rule 11010 to remove the 
reference to ``in BOX options contracts'' and to modify the word 
``position'' with the word ``security'' as follows: ``. . . the amount 
owing to each and a complete list of each open long and short security 
position maintained by the Participant and each of his or its 
Customers.''
     Rule 11030 (Failure to Obtain Reinstatement): The Exchange 
proposes to amend Rule 11030 to replace the reference to ``Options 
Participant'' to simply ``Participant.''
     Rule 12030(a)(1) (Letters of Consent): The Exchange 
proposes to amend subsection (a)(1) of Rule 12030 to replace the 
reference to ``Options Participant'' to simply ``Participant.''
     Rule 12140 (Imposition of Fines for Minor Rule 
Violations): The Exchange proposes to amend Rule 12140 to replace 
references to ``Options Participant'' to simply ``Participant.'' In 
addition, the Exchange proposes to add paragraph (f) to Rule 12140, to 
incorporate the aforementioned modifications to the Exchange's MRVP. 
New paragraph (f) of Rule 12140 would provide: ``(f) Transactions on 
BSTX. Rules and penalties relating to trading on BSTX that are set 
forth in Rule 24010 (Penalty for Minor Rule Violations).''
    The Exchange believes that the proposed amendments to the 
definitions set forth in Rule 100 are consistent with Section 6(b)(5) 
of the Exchange Act \342\ because they protect investors and the public 
interest by setting forth clear definitions that help BOX and BSTX 
Participants understand and apply Exchange Rules. Without defining 
terms used in the Exchange Rules clearly, market participants could be 
confused as to the application of certain rules, which could cause harm 
to investors.
---------------------------------------------------------------------------

    \342\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendments to the other 
Exchange Rules detailed above are consistent with Section 6(b)(5) of 
the Exchange Act \343\ because the proposed rule change is designed to 
foster cooperation and coordination with persons engaged in 
facilitating transactions in securities, 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 Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can 
easily navigate, understand and comply with the Exchange's rulebook. 
The

[[Page 51283]]

Exchange believes that the proposed rule change enables the Exchange to 
continue to enforce the Exchange's rules. The Exchange notes that none 
of the proposed changes to the current Exchange rulebook would 
materially alter the application of any of those Rules, other than by 
extending them to apply to BSTX Participants and trading on the BSTX 
System. As such, the proposed amendments would foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities and would remove impediments to and perfect the mechanism of 
a free and open market and a national exchange system. Further, the 
Exchange believes that, by ensuring the rulebook accurately reflects 
the intention of the Exchange's rules, the proposed rule change reduces 
potential investor or market participant confusion.
---------------------------------------------------------------------------

    \343\ Id.
---------------------------------------------------------------------------

VI. Forms To Be Used in Connection With BSTX
    In connection with the operation of BSTX, the Exchange proposes to 
use a series of new forms to facilitate becoming a BSTX Participant and 
for issuers to list their Securities. These forms have been attached 
hereto as Exhibits 3A--3N. Each are described below.
A. BSTX Participant Application
    Pursuant to proposed Rule 18000(b), in order to become a BSTX 
Participant, an applicant must complete a BSTX Participant Application, 
which is attached as Exhibit 3A. The proposed BSTX Participant 
Application requires the applicant to provide certain basic information 
such as identifying the applicants name and contact information, 
Designated Examining Authority, organizational structure, and Central 
Registration Depository (``CRD'') number. The BSTX Participant 
Application also requires applicants to provide additional information 
including certain beneficial ownership information, the applicant's 
current Form BD, an organization chart, a description of how the 
applicant receives orders from customers, how it will send orders to 
BSTX, and a copy of written supervisory procedures and information 
barrier procedures.
    In addition, the BSTX Participant Application allows applicants to 
indicate whether they are applying to be a BSTX Market Maker or a 
Designated Market Maker. Applicants wishing to become a BSTX Market 
Maker or Designated Market Maker must provide certain additional 
information including a list of each of the applicant's trading 
representatives (including a copy of each representative's Form U4), a 
copy of the applicant's written supervisory procedures relating to 
market making, a description of the source and amount of the 
applicant's capital, and information regarding the applicant's other 
business activities and information barrier procedures.

B. BSTX Participant Agreement

    Pursuant to Exchange Rule 18000(b), to transact business on BSTX, 
prospective BSTX Participants must complete a BSTX Participant 
Agreement. The BSTX Participant Agreement is attached as Exhibit 3B. 
The BSTX Participant Agreement provides that a BSTX Participant must 
agree with the Exchange as follows:
    1. Participant agrees to abide by the Rules of the Exchange and 
applicable bylaws, as amended from time to time, and all circulars, 
notices, interpretations, directives and/or decisions adopted by the 
Exchange.
    2. Participant acknowledges that BSTX Participant and its 
associated persons are subject to the oversight and jurisdiction of the 
Exchange.
    3. Participant authorizes the Exchange to make available to any 
governmental agency or SRO any information it may have concerning the 
BSTX Participant or its associated persons, and releases the Exchange 
from any and all liability in furnishing such information.
    4. Participant acknowledges its obligation to update any and all 
information contained in any part of the BSTX Participant's 
application, including termination of membership with another SRO.
    These provisions of the BSTX Participant Agreement and others 
therein are generally designed to reflect the Exchange's SRO 
obligations to regulate BSTX Participants. Accordingly, these 
provisions contractually bind a BSTX Participant to comply with 
Exchange rules, acknowledge the Exchange's oversight and jurisdiction, 
authorize the Exchange to disclose information regarding the 
Participant to any governmental agency or SRO and acknowledge the 
obligation to update any and all Application contained in the 
Participant's application.
C. BSTX User Agreement
    In order to become a BSTX Participant, prospective participants 
must also execute a BSTX User Agreement pursuant to proposed Rule 
18000(b). The BSTX User Agreement, attached as Exhibit 3C, includes 
provisions related to the term of the agreement, compliance with 
exchange rules, right and obligations under the agreement, changes to 
BSTX, proprietary rights under the agreement, use of information 
received under the relationship, disclaimer of warranty, limitation of 
liability, indemnification, termination and assignment. The information 
is necessary to outline the rights and obligations of the prospective 
Participant and the Exchange under the terms of the agreement. Both the 
BSTX Participant Agreement and BSTX User Agreement will be available on 
the Exchange's website (https://boxoptions.com">boxoptions.com).
D. BSTX Security Market Designated Market Maker Selection Form
    In accordance with proposed Rule 25230(b)(1), BSTX will maintain 
the BSTX Security Designated Market Maker Selection Form, which is 
attached as Exhibit 3D. The issuer may select its DMM from among a pool 
of DMMs eligible to participate in the process. Within two business 
days of the issuer selecting its DMM, it will use the BSTX Security 
Market Designated Market Maker Selection form to notify BSTX of the 
selection. The form must be signed by a duly authorized officer as 
specified in proposed Rule 25230(b)(1).
E. Clearing Authorization Forms
    In accordance with proposed Rule 18010, BSTX Participants that are 
not members/participants of a registered clearing agency must clear 
their transactions through a BSTX Participant that is a member of a 
registered clearing agency. A BSTX Participant clearing through another 
BSTX Participant would do so using, as applicable, either the BSTX 
Clearing Authorization (non-Market Maker) form (attached as Exhibit 3E) 
or the BSTX Participant Clearing Authorization (Market Maker) form 
(attached as Exhibit 3F). Each form would be maintained by BSTX and 
each form specifies that the BSTX Participant clearing on behalf of the 
other BSTX Participant accepts financial responsibility for all 
transactions on BSTX that are made by the BSTX Participant designated 
on the form.
F. BSTX Listing Applications
    The Exchange proposes to specify the required forms of listing 
application, listing agreement and other documentation that listing 
applicants and listed companies must execute or complete (as 
applicable) as a prerequisite for initial and ongoing listing on the 
Exchange, as applicable (collectively, ``listing documentation''). As 
proposed, the listing forms are substantially similar to those 
currently in use by NYSE American LLC, with certain differences to 
account for the trading of Securities. All listing

[[Page 51284]]

documentation will be available on the Exchange's website 
(https://boxoptions.com">boxoptions.com). Each of the listing documents form a duly authorized 
representative of the company must sign an affirmation that the 
information provided is true and correct as of the date the form was 
signed. In the event that in the future the Exchange makes any 
substantive changes (including changes to the rights, duties, or 
obligations of a listed company or listing applicant or the Exchange, 
or that would otherwise require a rule filing) to such documents, it 
will submit a rule filing in accordance with Rule 19b-4.\344\
---------------------------------------------------------------------------

    \344\ The Exchange will not submit a rule filing if the changes 
made to a document are solely typographical or stylistic in nature.
---------------------------------------------------------------------------

    Pursuant to Rule 26130 and 26300 of the Exchange Rules, a company 
must file and execute the BSTX Original Listing Application (attached 
as Exhibit 3G) or the BSTX Additional Listing Application (attached as 
Exhibit 3H) to apply for the listing of Securities on BSTX.\345\ The 
BSTX Original Listing Application provides information necessary, and 
in accordance with Section 12(b) of the Exchange Act,\346\ for Exchange 
regulatory staff to conduct a due diligence review of a company to 
determine if it qualifies for listing on the Exchange. The BSTX 
Additional Listing Application requires certain further information for 
an additional listing of Securities. Relevant factors regarding the 
company and securities to be listed would determine the type of 
information required. The following describes each category and use of 
application information:
---------------------------------------------------------------------------

    \345\ Pursuant to proposed Exchange Rule 26130, an applicant 
seeking the initial listing of its Security must also provide a 
legal opinion that the applicant's Security is a security under 
applicable United States securities laws.
    \346\ 15 U.S.C. 78l(b).
---------------------------------------------------------------------------

    1. Corporate information regarding the issuer of the security to be 
listed, including company name, address, contact information, Central 
Index Key Code (CIK), SEC File Number, state and country of 
incorporation, date of incorporation, whether the company is a foreign 
private issuer, website address, SIC Code, CUSIP number of the security 
being listed and the date of fiscal year end. This information is 
required of all applicants and is necessary in order for the Exchange's 
regulatory staff to collect basic company information for recordkeeping 
and due diligence purposes, including review of information contained 
in the company's SEC filings.
    2. For original listing applications only, corporate contact 
information including the company's Chief Executive Officer, Chief 
Financial Officer, Corporate Secretary, General Counsel and Investor 
Relations Officer. This information is required of all initial 
applicants and is necessary in order for the Exchange's regulatory 
staff to collect current company contact information for purposes of 
obtaining any additional due diligence information to complete a 
listing qualification review of the applicant.
    3. For original listing applications only, offering and security 
information regarding an offering, including the type of offering, a 
description of the issue, par value, number of Securities outstanding 
or offered, total Securities unissued, but reserved for issuance, date 
authorized, purpose of Securities to be issued, number of Securities 
authorized, and information relating to payment of dividends. This 
information is required of all applicants listing Securities on the 
Exchange, and is necessary in order for the Exchange's regulatory staff 
to collect basic information about the offering.
    4. For original listing applications only, information regarding 
the company's transfer agent. Transfer agent information is required 
for all applicants. This information is necessary in order for the 
Exchange's regulatory staff to collect current contact information for 
such company transfer agent for purposes of obtaining any additional 
due diligence information to complete a listing qualification review of 
the applicant.
    5. For original listing applications only, contact information for 
the outside counsel with respect to the listing application, if any. 
This information is necessary in order for the Exchange's regulatory 
staff to collect applicable contact information for purposes of 
obtaining any additional due diligence information to complete a 
listing qualification review of the applicant and assess compliance 
with Exchange Rule 26130.
    6. For original listing applications only, a description of any 
security preferences. This information is necessary to determine 
whether the Applicant issuer has any existing class of common stock or 
equity securities entitling the holders to differential voting rights, 
dividend payments, or other preferences.
    7. For original listing applications only, type of Security 
listing, including the type of transaction (initial public offering of 
a Security, merger, spin-off, follow on offering, reorganization, 
exchange offer or conversion) and other details related to the 
transaction, including the name and contact information for the 
investment banker/financial advisor contacts. This information is 
necessary in order for the Exchange's regulatory staff to collect 
information for such company for purposes of obtaining any additional 
due diligence information to complete a listing qualification review of 
the applicant.
    8. For original listing applications only, exchange requirements 
for listing consideration. This section notes that to be considered for 
listing, the Applicant Issuer must meet the Exchange's minimum listing 
requirements, that the Exchange has broad discretion regarding the 
listing of any Security and may deny listing or apply additional or 
more stringent criteria based on any event, condition or circumstance 
that makes the listing of an Applicant Issuer's Security inadvisable or 
unwarranted in the opinion of the Exchange. The section also notes that 
even if an Applicant Issuer meets the Exchange's listing standards for 
listing on the BSTX Security Market, it does not necessarily mean that 
its application will be approved. This information is necessary in 
order for the Exchange's regulatory staff to assess whether an 
Applicant Issuer is qualified for listing.
    9. For original listing applications only, regulatory review 
information, including a certification that no officer, board member or 
non-institutional shareholder with greater than 10% ownership of the 
company has been convicted of a felony or misdemeanor relating to 
financial issues during the past ten years or a detailed description of 
any such matters. This section also notes that the Exchange will review 
background materials available to it regarding the aforementioned 
individuals as part of the eligibility review process. This regulatory 
review information is necessary in order for the Exchange's regulatory 
staff to assess whether there are regulatory matters related to the 
company that render it unqualified for listing.
    10. For original listing applications only, supporting 
documentation required prior to listing approval includes a listing 
agreement, corporate governance affirmation, Security design 
affirmation, listing application checklist and underwriter's letter. 
This documentation is necessary in order to support the Exchange's 
regulatory staff listing qualification review (corporate governance 
affirmation, listing application checklist and underwriter's letter) 
and to effectuate the listed company's agreement to the terms of 
listing (listing agreement).
    11. For additional listing applications only, transaction details, 
including the purpose of the issuance, total Securities, date of board 
authorization, date of

[[Page 51285]]

shareholder authorization and anticipated date of issuance. This 
information is required of all applicants listing additional Securities 
on the Exchange, and is necessary in order for the Exchange's 
regulatory staff to collect basic information about the offering.
    12. For additional listing applications only, insider participation 
and future potential issuances, including whether any director, officer 
or principal shareholder of the company has a direct or indirect 
interest in the transaction, and if the transaction potentially 
requires the company to issue any Securities in the future above the 
amount they are currently applying for. This information is required of 
all applicants listing additional Securities on the Exchange, and is 
necessary in order for the Exchange's regulatory staff to collect basic 
information about the offering.
    13. For additional listing applications only, information for a 
technical original listing, including reverse Security splits and 
changes in states of incorporation. This information is required of all 
applicants listing additional Securities on the Exchange, and is 
necessary in order for the Exchange's regulatory staff to collect basic 
information about the offering.
    14. For additional listing applications only, information for a 
forward Security split or Security dividend, including forward Security 
split ratios and information related to Security dividends. This 
information is required of all applicants listing additional Securities 
on the Exchange, and is necessary in order to determine the rights 
associated with the Securities.
    15. For additional listing applications only, relevant company 
documents. This information is required of all applicants listing 
additional Securities on the Exchange, and is necessary to assess to 
support the Exchange's regulatory staff listing qualification review.
    16. For additional listing applications only, reconciliation for 
technical original listing, including Securities issued and outstanding 
after the technical original event, listed reserves previously approved 
for listing, and unlisted reserves not yet approved by the Exchange. 
This information is required of all applicants listing additional 
Securities on the Exchange, and is necessary to assess to support the 
Exchange's regulatory staff listing qualification review and to obtain 
all of the information relevant to the offering.
G. Checklist for Original Listing Application
    In order to assist issuers seeking to list its Securities on BSTX, 
the Exchange has provided a checklist for issuers to seeking to file an 
original listing application with BSTX. The BSTX Listing Application 
Checklist, attached as Exhibit 3I, provides that issuers must provide 
BSTX with a listing application, listing agreement, corporate 
governance affirmation, BSTX Security design affirmation, underwriter's 
letter (for an initial public offering of a Security only) and relevant 
SEC filings (e.g., 8-A, 10, 40-F, 20-F). Each of the above referenced 
forms are fully described herein. The checklist is necessary to assist 
issuers and the Exchange regulatory staff in assessing the completion 
of the relevant documents.
H. BSTX Security Market Listing Agreement
    Pursuant to proposed Exchange Rule 26132, to apply for listing on 
the Exchange, a company must execute the BSTX Security Market Listing 
Agreement (the ``Listing Agreement''), which is attached as Exhibit 3J. 
Pursuant to the proposed Listing Agreement, a company agrees with the 
Exchange as follows:
    1. Company certifies that it will comply with all Exchange rules, 
policies, and procedures that apply to listed companies as they are now 
in effect and as they may be amended from time to time, regardless of 
whether the Company's organization documents would allow for a 
different result.
    2. Company shall notify the Exchange at least 20 days in advance of 
any change in the form or nature of any listed Securities or in the 
rights, benefits, and privileges of the holders of such Securities.
    3. Company understands that the Exchange may remove its Securities 
from listing on the BSTX Security Market, pursuant to applicable 
procedures, if it fails to meet one or more requirements of Paragraphs 
1 and 2 of this agreement.
    4. In order to publicize the Company's listing on the BSTX Security 
Market, the Company authorizes the Exchange to use the Company's 
corporate logos, website address, trade names, and trade/service marks 
in order to convey quotation information, transactional reporting 
information, and other information regarding the Company in connection 
with the Exchange. In order to ensure the accuracy of the information, 
the Company agrees to provide the Exchange with the Company's current 
corporate logos, website address, trade names, and trade/service marks 
and with any subsequent changes to those logos, trade names and marks. 
The Listing Agreement further requires that the Company specify a 
telephone number to which questions regarding logo usage should be 
directed.
    5. Company indemnifies the Exchange and holds it harmless from any 
third-party rights and/or claims arising out of use by the Exchange or, 
any affiliate or facility of the Exchange (``Corporations'') of the 
Company's corporate logos, website address, trade names, trade/service 
marks, and/or the trading symbol used by the Company.
    6. Company warrants and represents that the trading symbol to be 
used by the Company does not violate any trade/service mark, trade 
name, or other intellectual property right of any third party. The 
Company's trading symbol is provided to the Company for the limited 
purpose of identifying the Company's security in authorized quotation 
and trading systems. The Exchange reserves the right to change the 
Company's trading symbol at the Exchange's discretion at any time.
    7. Company agrees to furnish to the Exchange on demand such 
information concerning the Company as the Exchange may reasonably 
request.
    8. Company agrees to pay when due all fees associated with its 
listing of Securities on the BSTX Security Market, in accordance with 
the Exchange's rules.
    9. Company agrees to file all required periodic financial reports 
with the SEC, including annual reports and, where applicable, quarterly 
or semi-annual reports, by the due dates established by the SEC.
    The various provisions of the Listing Agreement are designed to 
accomplish several objectives. First, clauses 1-3 and 6-8 reflect the 
Exchange's SRO obligations to assure that only listed companies that 
are compliant with applicable Exchange rules may remain listed. Thus, 
these provisions contractually bind a listed company to comply with 
Exchange rules, provide notification of any corporate action or other 
event that will cause the company to cease to be in compliance with 
Exchange listing requirements, evidence the company's understanding 
that it may be removed from listing (subject to applicable procedures) 
if it fails to be in compliance or notify the Exchange of any event of 
noncompliance, furnish the Exchange with requested information on 
demand, pay all fees due and file all required periodic reports with 
the SEC. Clauses four and five contain standard legal representations 
and agreements from the listed company to the

[[Page 51286]]

Exchange regarding use of its logo, trade names, trade/service markets, 
and trading symbols as well as potential legal claims against the 
Exchange in connection thereto.
I. BSTX Security Market Company Corporate Governance Affirmation
    In accordance with the proposed Rule 26800 Series, companies listed 
on BSTX would be required to comply with certain corporate governance 
standards, relating to, for example, audit committees, director 
nominations, executive compensation, board composition, and executive 
sessions. In certain circumstances the corporate governance standards 
that apply vary depending on the nature of the company. In addition, 
there are phase-in periods and exemptions available to certain types of 
companies. The proposed BSTX Security Market Corporate Governance 
Affirmation, attached as Exhibit 3K, enables a company to confirm to 
the Exchange that it is in compliance with the applicable standards, 
and specify any applicable phase-ins or exemptions. Companies are 
required to submit a BSTX Security Market Corporate Governance 
Affirmation upon initial listing on the Exchange and thereafter when an 
event occurs that makes an existing form inaccurate. This BSTX Security 
Market Corporate Governance Affirmation assists the Exchange regulatory 
staff in monitoring listed company compliance with the corporate 
governance requirements.
J. Security Design Affirmation for the BSTX Security Market
    In accordance with proposed Rule 26138, in order for a Security to 
be admitted to dealings on BSTX, such Security must follow the BSTX 
Protocol. The BSTX Protocol will be provided via Regulatory Circular 
and posted on the Exchange's website. The Exchange has included an 
overview of the BSTX Protocol as Exhibit 3N. The Security Design 
Affirmation, attached as Exhibit 3L, enables a company to affirm to the 
Exchange that it is in compliance with the applicable standards. 
Companies are required to submit a Security Design Affirmation upon 
initial listing on the Exchange. This Security Design Affirmation 
assists the Exchange's staff in verifying that an issuer's Securities 
meet the requirements of the BSTX Protocol.
K. Sample Underwriter's Letter
    In accordance with proposed Rule 26101, an initial public offering 
of a Security must meet certain listing requirements. The Exchange 
seeks to require the issuer's underwriter to execute a letter setting 
forth the details of the offering, including the name of the offering 
and why the offering meets the criteria of the BSTX rules. This 
information, set forth in the proposed Sample Underwriter's Letter and 
attached as Exhibit 3M, is necessary to assist the Exchange's 
regulatory staff in assessing the offering's compliance with BSTX 
listing standards for an initial public offering of a Security.
L. BSTX Protocol Summary Overview
    BSTX Rule 26138 requires that a BSTX listed company's Securities 
must comply with the BSTX Protocol to trade on BSTX. Exhibit 3N 
provides fundamental information related to the Ethereum blockchain and 
background information on the functions, configurations, and events of 
the Asset Smart Contract of the BSTX Protocol. Exhibit 3N also provides 
information on the Registry and Compliance features of the BSTX 
Protocol.
VII. Regulation
    In connection with the operation of BSTX, the Exchange will 
leverage many of the structures it established to operate a national 
securities exchange in compliance with Section 6 of the Exchange 
Act.\347\ Specifically, the Exchange will extend its Regulatory 
Services Agreement with FINRA to cover BSTX Participants and trading on 
the BSTX System. This Regulatory Services Agreement will govern many 
aspects of the regulation and discipline of BSTX Participants, just as 
it does for options regulation. The Exchange will perform Security 
listing regulation, authorize BSTX Participants to trade on the BSTX 
System, and conduct surveillance of Security trading on the BSTX 
System.
---------------------------------------------------------------------------

    \347\ 15 U.S.C. 78f.
---------------------------------------------------------------------------

    Section 17(d) of the Exchange Act \348\ and the related Exchange 
Act rules permit SROs to allocate certain regulatory responsibilities 
to avoid duplicative oversight and regulation. Under Exchange Act Rule 
17d-1,\349\ the SEC designates one SRO to be the Designated Examining 
Authority, or DEA, for each broker-dealer that is a member of more than 
one SRO. The DEA is responsible for the financial aspects of that 
broker-dealer's regulatory oversight. Because Exchange Participants, 
including BSTX Participants, also must be members of at least one other 
SRO, the Exchange would generally not be designated as the DEA for any 
of its members.\350\
---------------------------------------------------------------------------

    \348\ 15 U.S.C. 78q(d).
    \349\ 17 CFR 240.17d-1.
    \350\ See Exchange Rule 2020(a) (requiring that a Participant be 
a member of another registered national securities exchange or 
association).
---------------------------------------------------------------------------

    Rule 17d-2 under the Exchange Act \351\ permits SROs to file with 
the Commission plans under which the SROs allocate among each other the 
responsibility to receive regulatory reports from, and examine and 
enforce compliance with specified provisions of the Exchange Act and 
rules thereunder and SRO rules by, firms that are members of more than 
one SRO (``common members''). If such a plan is declared effective by 
the Commission, an SRO that is a party to the plan is relieved of 
regulatory responsibility as to any common member for whom 
responsibility is allocated under the plan to another SRO. The Exchange 
plans to join the Plan for the Allocation of Regulatory 
Responsibilities Regarding Regulation NMS.\352\ The Exchange may choose 
to join certain Rule 17d-2 agreements such as the agreement allocating 
responsibility for insider trading rules.\353\
---------------------------------------------------------------------------

    \351\ 17 CFR 240.17d-2.
    \352\ Exchange Act Release No. 85046 (February 4, 2019), 84 FR 
2643 (February 7, 2019).
    \353\ Exchange Act Release No. 84392 (October 10, 2018), 83 FR 
52243 (October 16, 2018).
---------------------------------------------------------------------------

    For those regulatory responsibilities that fall outside the scope 
of any Rule 17d-2 agreements that the Exchange may join, subject to 
Commission approval, the Exchange will retain full regulatory 
responsibility under the Exchange Act. However, as noted, the Exchange 
will extend its existing Regulatory Services Agreement with FINRA to 
provide that FINRA personnel will operate as agents for the Exchange in 
performing certain regulatory functions with respect to BSTX. As is the 
case with the Exchange's options trading platform, the Exchange will 
supervise FINRA and continue to bear ultimate regulatory responsibility 
for BSTX. Consistent with the Exchange's existing regulatory structure, 
the Exchange's Chief Regulatory Officer shall have general supervision 
of the regulatory operations of BSTX, including responsibility for 
overseeing the surveillance, examination, and enforcement functions and 
for administering all regulatory services agreements applicable to 
BSTX. Similarly, the Exchange's existing Regulatory Oversight Committee 
will be responsible for overseeing the adequacy and effectiveness of 
Exchange's regulatory and self-regulatory organization 
responsibilities, including those applicable to BSTX. Finally, as it 
does with options, the Exchange will

[[Page 51287]]

perform automated surveillance of trading on BSTX for the purpose of 
maintaining a fair and orderly market at all times and monitor BSTX to 
identify unusual trading patterns and determine whether particular 
trading activity requires further regulatory investigation by FINRA.
    In addition, the Exchange will oversee the process for determining 
and implementing trade halts, identifying and responding to unusual 
market conditions, and administering the Exchange's process for 
identifying and remediating ``clearly erroneous trades'' pursuant to 
proposed Rule 25110. The Exchange shall also oversee the onboarding and 
application process for BSTX Participants as well as compliance by 
issuers of Securities with the applicable initial and continuing 
listing requirements, including compliance with the BSTX Protocol.\354\
---------------------------------------------------------------------------

    \354\ See proposed Exchange Rules 26230 (Security Architecture 
Audit) and 26138 (BSTX Protocol).
---------------------------------------------------------------------------

VIII. NMS Plans

    The Exchange intends to join the Order Execution Quality Disclosure 
Plan, the Plan to Address Extraordinary Market Volatility, the Plan 
Governing the Process of Selecting a Plan Processor, and the applicable 
plans for consolidation and dissemination of market data. The Exchange 
is already a participant in the NMS plan related to the Consolidated 
Audit Trail. Consistent with Section 6(b)(5) of the Exchange Act,\355\ 
the Exchange believes that joining the same set of NMS plans that all 
other national securities exchanges that trade equities must join 
fosters cooperation and coordination with other national securities 
exchanges and other market participants engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities.
---------------------------------------------------------------------------

    \355\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of the Exchange Act,\356\ in general and with 
Section 6(b)(5) of the Exchange Act,\357\ in particular, in that it is 
designed to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest; 
and it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers, or to regulate by virtue of 
any authority conferred by this title matters not related to the 
purposes of this title or the administration of the Exchange.
---------------------------------------------------------------------------

    \356\ 15 U.S.C. 78a et seq.
    \357\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that BSTX will benefit individual investors, 
other market participants, and the equities market generally. The 
Exchange proposes to establish BSTX as a facility of the Exchange that 
would trade equities in a similar manner to how equities presently 
trade on other exchanges. However, BSTX would also require reporting of 
end-of-day Security balances to the Exchange in order to facilitate the 
use of blockchain technology as an ancillary recordkeeping mechanism. 
The Exchange believes that using blockchain technology as an ancillary 
recordkeeping mechanism that operates in parallel with the traditional 
trading, recordkeeping, and clearance and settlement structures that 
market participants are familiar with is an important first step toward 
exploring the potential uses and benefits of blockchain technology in 
securities transactions. The entry of an innovative competitor such as 
BSTX seeking to implement a measured introduction of blockchain 
technology in connection with the trading of equity securities may 
promote competition by encouraging other market participants to find 
ways of using blockchain technology in connection with securities 
transactions. The proposed regulation of BSTX and BSTX Participants, as 
well as the execution of Securities using a price-time priority model 
and the clearance and settlement of Securities will all operate in a 
manner substantially similar to existing equities exchanges. In this 
way, the Exchange believes that BSTX provides a robust regulatory 
structure that protects investors and the public interest while 
introducing the use of blockchain technology as an ancillary 
recordkeeping mechanism in connection with listed equity securities.
    In order to implement the use of blockchain technology as an 
ancillary recordkeeping mechanism, the Exchange proposes two 
requirements pursuant to proposed Rule 17020 to: (i) Obtain a wallet 
address through BSTX to which end-of-day Security balances may be 
recorded to the Ethereum blockchain as an ancillary recordkeeping 
mechanism; and (ii) requiring BSTX Participants to report their end-of-
day Security balances to BSTX to facilitate updates to the Ethereum 
blockchain as an ancillary recordkeeping mechanism to reflect changes 
in ownership as a result of trading Securities.
    The Exchange believes that the proposed address whitelisting and 
end-of-day Security balance reporting requirement is consistent with 
the Exchange Act, and Section 6(b)(5) \358\ in particular, because it 
is designed to foster cooperation and coordination with persons engaged 
in regulating, clearing, settling, and processing information with 
respect to transactions in Securities and does not unfairly 
discriminate among BSTX Participants, all of whom are subject to the 
same wallet address and end-of-day reporting requirement. The 
requirement to obtain a wallet address is a one-time, minimal 
obligation similar to obtaining an MPID or other market participant 
identifier that is applicable to each BSTX Participant. The end-of-day 
Security balance reporting obligation would be used to update the 
Ethereum blockchain as an ancillary recordkeeping mechanism, which the 
Exchange believes would be a first step in demonstrating the potential 
use of blockchain technology in connection with securities 
transactions. The Exchange does not propose to charge a fee in 
connection with either of these requirements. As discussed in greater 
detail above,\359\ the Exchange believes that these proposed 
requirements are consistent with the Exchange Act as they are necessary 
to facilitate the blockchain-based ancillary recordkeeping mechanism 
and are consistent with authority that the Commission has already 
approved for exchanges regarding furnishment of records by members of 
the exchange. The Exchange believes that blockchain technology offers 
potential benefits to investors, and while such benefits may not be 
immediately evident while the blockchain is used only as ancillary 
recordkeeping mechanism, the Exchange believes that a measured and 
gradual introduction of blockchain technology is a useful way to 
explore these potential benefits that is consistent with the protection 
of investors and the public interest.
---------------------------------------------------------------------------

    \358\ 15 U.S.C. 78f(b)(5).
    \359\ See supra Parts II.G. through J for further discussion 
regarding why these proposed requirements are consistent with the 
Exchange Act.
---------------------------------------------------------------------------

    The Exchange also believes that the proposed rule change is 
consistent with Section 11A of Exchange Act which sets forth the 
Commission's authority to establish and maintain a national market 
system.\360\ In setting forth the Commission's authority to establish a

[[Page 51288]]

national market system, Congress expressly contemplated that the 
national market system ``may include use of subsystems for particular 
types of securities with unique trading characteristics.'' \361\ The 
Exchange has proposed here a type of security (i.e., Securities) that 
trade, clear, and settle entirely within the scope and using the same 
processes as the existing national market system, but that pursuant to 
the proposed BSTX Rules would have the unique characteristic of an end-
of-day Security balance reporting process as an ancillary recordkeeping 
function using the ``subsystem'' of blockchain technology.\362\ The 
clear intent of Congress was to provide for a national market system 
that could include such ``securities with unique trading 
characteristics.'' For these reasons the Exchange believes that the 
proposed rule change is consistent with Section 11A of the Exchange 
Act.
---------------------------------------------------------------------------

    \360\ 15 U.S.C. 78k-1.
    \361\ 15 U.S.C. 78k-1(a)(2).
    \362\ The Exchange notes that to the extent the Commission 
believes that the ancillary recordkeeping process regarding 
Securities under the proposed BSTX Rules is not a ``unique trading 
characteristic'' of Securities for purposes of Section 11A of the 
Exchange Act insofar as it does not directly relate to ``trading'' 
of Securities, then there would not be any concern with respect to 
Securities regarding consistency with Section 11A. In other words, 
either the ancillary recordkeeping process is a unique trading 
characteristic of Securities as explicitly contemplated by Congress 
as part of the national market system or it is not a unique trading 
characteristic of Securities because they will trade, clear, and 
settle the same as all other NMS stock. In the latter case, 
Securities would be consistent with Section 11A just like all other 
NMS stock.
---------------------------------------------------------------------------

    Finally, the Exchange believes that the proposal is consistent with 
Section 6(b)(5) of the Exchange Act because the BSTX Rules would not be 
designed to regulate by virtue of any authority conferred by the 
Exchange Act matters that are not related to the purposes of the 
Exchange Act or the administration of the Exchange. Congress adopted 
Section 2 of the Exchange Act to set forth the reasons for the 
necessity of the Exchange Act, which expressly include that 
``transactions in securities as commonly conducted upon securities 
exchanges and over-the-counter markets are effected with a national 
public interest which makes it necessary to provide for regulation and 
control of such transactions and of practices and matters related 
thereto, including . . . to require appropriate reports[.]'' \363\ 
[emphasis added]. The Exchange Act and rules of self-regulatory 
organizations, including national securities exchanges and national 
securities associations, include reporting requirements that regulate 
and control matters and practices related to securities transactions 
conducted on securities exchanges and in the over-the-counter markets. 
For example, all of the U.S. options exchanges and FINRA maintain rules 
approved by the Commission that require their member broker-dealers to 
prepare and submit daily large options position reports to a third-
party administrator that maintains a large options position reporting 
system.\364\ These large option positions reports are not reports 
regarding the trading or clearance and settlement of securities 
transactions themselves but, instead, are reports that are related to 
end-of-day positions of the members of the options exchange and/or 
FINRA in a particular class of standardized or over-the-counter 
securities option. As described above, the proposed BSTX Rules 
regarding the ancillary recordkeeping process would similarly require 
BSTX Participants to provide reports regarding their end-of-day 
positions in Securities. Also as described above, the Exchange believes 
that the requirements regarding the ancillary recordkeeping process 
will promote the use of the functionality of smart contracts and their 
ability to allocate and re-allocate Security balances in tokenized form 
across multiple addresses in connection with end-of-day Security 
position balance information of BSTX Participants such that the 
requirements will allow market participants to observe and increase 
their familiarity with the capabilities and potential benefits of 
blockchain technology in a context that parallels current equity market 
infrastructure and thereby advances and protects the public's interest 
in the use and development of new data processing techniques that may 
create opportunities for more efficient, effective and safe securities 
markets.\365\
---------------------------------------------------------------------------

    \363\ 15 U.S.C. 78(b).
    \364\ See e.g., FINRA Rule 2360(b)(5) and Cboe Rule 8.43.
    \365\ Report of the Senate Committee on Banking, Housing & Urban 
Affairs, S. Rep. No. 94-75, at 8 (1975) (expressing Congress' 
finding that new data processing and communications systems create 
the opportunity for more efficient and effective markets).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Exchange Act. The 
Exchange operates in an intensely competitive global marketplace for 
transaction services. Relying on its array of services and benefits, 
the Exchange competes for the privilege of providing market services to 
broker-dealers. The Exchange's ability to compete in this environment 
is based in large part on the quality of its trading systems, the 
overall quality of its market and its attractiveness to the largest 
number of investors, as measured by speed, likelihood and costs of 
executions, as well as spreads, fairness, and transparency.
    The Exchange believes that the primary areas where the proposed 
rule change has the potential to result in a burden on competition are 
with regard to the terms on which: (1) Issuers may list their 
securities for trading, (2) market participants that may access the 
Exchange and use its facilities, (3) Security transactions may be 
cleared and settled, (4) Security transactions occurring OTC, and (5) 
Security transactions occurring on other exchanges that might extend 
unlisted trading privileges to Securities.
    Regarding considerations (1) and (2), and as described in detail in 
Item 3 above, the BSTX Rules are drawn substantially from the existing 
rules of other exchanges that the Commission has already found to be 
consistent with the Exchange Act, including regarding whether they 
impose any burden on competition that is not necessary or appropriate 
in furtherance of its purposes. For example, the BSTX Listing Rules in 
the 26000 and 27000 Series that affect issuers and their ability to 
list Securities for trading are based substantially on the current 
rules of NYSE American. The Exchange has proposed that issuers would be 
required to create and maintain a Security compliant with the BSTX 
Protocol. The Exchange recognizes that these requirements are 
additional to those of other exchanges. However, the Exchange does not 
believe this poses a burden on competition because issuers are free to 
choose to list on other exchanges without such requirements. The 
Exchange believes that these requirements may attract issuers that are 
interested in exploring the potentials of blockchain technology. 
Additionally, the BSTX Rules regarding membership and access to and use 
of the facilities of BSTX are also substantially based on existing 
exchange rules. Specifically, the relevant BSTX Rules are as follows: 
Participation on BSTX (Rule 18000 Series); business conduct for BSTX 
participants (Rule 19000 Series); financial and operational rules for 
BSTX participants (Rule 20000 Series); supervision (Rule 21000 Series); 
miscellaneous provisions (Rule 22000 Series); trading practices (Rule 
23000 Series); discipline and summary suspension (Rule 24000 Series); 
trading (Rule 25000 Series); market making

[[Page 51289]]

(Rule 25200 Series); and dues, fees, assessments, and other charges 
(Rule 28000 Series). As described in detail in Item 3, these rules are 
substantially based on analogous rules of the following exchanges, as 
applicable: BOX; Investors Exchange LLC; Cboe BZX Exchange, Inc.; The 
Nasdaq Stock Market LLC; and NYSE American LLC. The address 
whitelisting and end-of-day Security balance reporting requirements to 
facilitate the use of the Ethereum blockchain as an ancillary 
recordkeeping mechanism in proposed Rule 17020 would apply equally to 
all BSTX Participants and therefore would not impose any different 
burden on one BSTX Participant compared to another. The Exchange 
believes that these requirements would impose only a minimal burden on 
BSTX Participants that is unlikely to materially impact the competitive 
balance among investors and traders of Securities.
    Regarding consideration (3) above and the manner in which Security 
transactions may be cleared and settled, the Exchange proposes to clear 
and settle Securities in accordance with the rules, policies and 
procedures of a registered clearing agency, similar to how the Exchange 
believes other exchange-listed equity securities are cleared and 
settled today. Therefore, BSTX's rules do not impose any burden on 
competition regarding the manner in which trades may be cleared or 
settled because market participants would be able to clear and settle 
Security transactions in substantially the same manner as they already 
clear and settle transactions in other types of NMS stock.
    With respect to consideration (4) above, as previously noted, 
market participants would not be limited in their ability to trade 
Securities OTC because Securities could be traded OTC and would be 
cleared and settled in the same manner as other NMS stocks through the 
facilities of a registered clearing agency. Thus, the Exchange does not 
believe that its proposal will place any new burden on competition with 
respect to OTC trading, given that trading, clearance and settlement 
will take place in the same manner as for other NMS stocks. The 
Exchange acknowledges that BSTX Participants would be subject to 
additional requirements (i.e., acquiring a wallet address and end-of-
day Security balance reporting pursuant to proposed Rule 17020) that 
are not required of non-BSTX Participants trading Securities. The 
Exchange believes that these additional requirements impose only a 
minimal burden on BSTX Participants and should not have any material or 
undue burden or impact on competition between BSTX Participants and 
non-BSTX Participants. Acquiring a wallet address is a one-time burden 
that can be readily addressed by contacting the Exchange, and the end-
of-day Security balance reporting requests only that the BSTX 
Participant, either directly or through its carrying firm, report 
information that it (or its carrying firm) already has available to it 
from DTC on a daily basis regarding the balance of Securities held.
    Finally, with respect to consideration (5) noted above regarding 
other exchanges extending unlisted trading privileges to Securities, 
the Exchange does not believe that the proposed Rules would impose a 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Exchange Act. Securities would 
trade, clear, and settle in the same manner as other NMS stock. 
Accordingly, other exchanges would be able to extend unlisted trading 
privileges to Securities in accordance with Commission rules.\366\
---------------------------------------------------------------------------

    \366\ In the SIFMA April Letter, SIFMA asked whether other 
exchanges would be able to access the distributed ledger technology 
that BSTX proposes to use, which is the Ethereum blockchain. SIFMA 
April Letter at 4. The Exchange notes that use of Ethereum 
technology is not exclusive to BSTX. Ethereum is an open source 
public blockchain that supports smart contract functionality. Thus, 
all market participants would have open access to the distributed 
ledger technology associated with the proposal.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received comments on the 
proposed rule change.

III. Summary of the Comment Letters Received

    While the Commission has received a comment letter on the proposal 
as filed under SR-BOX-2020-14,\367\ as discussed above, the Commission 
also will consider comment letters received in connection with SR-BOX-
2019-19.\368\ The aspects of the proposal to which those comments 
relate are substantively similar to the current proposal. One commenter 
stated that the proposal's requirements with respect to maintaining 
end-of-day security ownership balances on the blockchain are 
inconsistent with Section 6(b)(5) of the Act because the maintenance of 
these records does not appear to be necessary for the clearance and 
settlement of these securities, the fair and orderly trading of 
securities, or any purpose regulated by the Act.\369\ This commenter 
asserted that the proposal does not provide sufficient detail regarding 
the purpose and design of the ancillary record to enable a review under 
Section 6 of the Act, including how the ancillary record may benefit 
investors and/or add to transactional, operational, and other types of 
risks.\370\ The Exchange responded that the proposal would ``allow 
market participants to observe and increase their familiarity with the 
capabilities and potential benefits of blockchain technology in a 
context that parallels current equity market infrastructure and thereby 
advance and protect the public's interest in the use and development of 
new data processing techniques that may create opportunities for more 
efficient, effective and safe securities market.'' \371\
---------------------------------------------------------------------------

    \367\ See supra note 3.
    \368\ See supra notes 7-10 and accompanying text.
    \369\ See Letter from Holly H. Smith, Eversheds Sutherland (US) 
LLP (February 12, 2020) (``Eversheds Letter''), at 3.
    \370\ See Eversheds Letter, supra note 369, at 2.
    \371\ Letter from Lisa J. Fall, President, BOX Exchange LLC 
(April 9, 2020) (``BOX Response I''), at 13.
---------------------------------------------------------------------------

    Another commenter stated that the proposal provided insufficient 
information to assess compliance with the Act or the costs to market 
participants because the proposal does not describe in detail how the 
official and the ancillary records will interact or reconcile, which is 
likely to render the proposal confusing to market participants and 
investors.\372\ Similarly, another commenter stated that, given the 
potential discrepancies between the official records of ownership and 
the ancillary records of the Wallet Manager, it is unclear what 
efficiencies or purpose an ancillary recordkeeping mechanism would 
provide or why a Wallet Manager would improve rather than complicate 
the current market structure.\373\ Another commenter stated its belief 
that the Exchange should address whether there is some ``best-effort'' 
threshold around inaccurate and/or partial end-of-day securities 
ownership balances on the blockchain that would sufficiently address 
the risk of investor confusion.\374\ In response, the Exchange stated 
that it does not believe there is likely to be investor confusion 
between official and ancillary

[[Page 51290]]

records because the block-chain based records are ancillary and would 
be associated with anonymous wallet addresses, and market participants 
would not have access to the official records to be able to compare the 
records and become confused.\375\
---------------------------------------------------------------------------

    \372\ See Letter from Joan C. Conley, Senior Vice President & 
Corporate Secretary, The Nasdaq Stock Market LLC (March 27, 2020) 
(``Nasdaq Letter''), at 3.
    \373\ See Letter from David A. Schrader, Partner, Paykin Krieg & 
Adams, LLP (February 25, 2020), at 1-2.
    \374\ See Letter from Benjamin Connault, Economist, Investors 
Exchange LLC (March 26, 2020), at 5.
    \375\ See BOX Response I, supra note 371, at 6.
---------------------------------------------------------------------------

    According to one commenter, the proposal places an unreasonable 
burden on competition because, to avail itself of the ancillary end-of-
day securities balance reporting to the blockchain, the purchaser must 
be a BSTX Participant and the proposal is designed to provide an 
advantage to the Exchange as the exclusive provider of blockchain 
technology for securities.\376\ The Exchange responded that it 
disagrees with this assertion because BSTX-listed securities would be 
capable of trading on other markets irrespective of the proposed 
ancillary end-of-day balance recordkeeping process and there is no 
limitation in the proposal that would prevent another national 
securities exchange from adopting its own ancillary recordkeeping 
process.\377\
---------------------------------------------------------------------------

    \376\ See Nasdaq Letter, supra note 372, at 2-3.
    \377\ See BOX Response I, supra note 371, at 3.
---------------------------------------------------------------------------

    Another commenter asserted that the proposed proprietary Ether-
based distributed ledger technology to be used to track ownership of 
securities on an ancillary basis would encourage the adoption of the 
technology with the likely eventual goal of having it become a system 
for tracking equity security ownership outside of the current system 
maintained by DTC and broker-dealers.\378\ The commenter stated that 
complications in the equity markets may arise if there are varying 
forms of the technology used to track equity securities.\379\ In 
response the Exchange stated that the proposal is designed to operate 
entirely within the existing equity market structure and that the end-
of-day securities balance reporting process would apply only to firms 
that choose to become BSTX Participants and would impose only a minimal 
reporting burden.\380\
---------------------------------------------------------------------------

    \378\ See Letter from Ellen Greene, Managing Director, Equities 
& Options Market Structure, & Thomas F. Price, Managing Director, 
Operations, Technology, Cyber & BCP, Securities Industry and 
Financial Markets Association (April 22, 2020) (``SIFMA Letter''), 
at 3. Several of the comments from this commenter focused on the 
Exchange's proposal for trades on the Exchange to on a T+1 
settlement cycle. In Amendment No. 1, the Exchange removed this 
aspect of its proposal from its proposed rule change. Therefore, 
those comments that related solely to the deleted portion of the 
Exchange's proposal are not relevant to the amended proposal. See 
Amendment No. 1, supra note 6.
    \379\ See SIFMA Letter, supra note 378, at 3. This commenter 
expressed its concern that new technology with wider implications 
for the equity market infrastructure would be considered in the 
framework of a proposed rule change by a single exchange which, 
according to this commenter, is not a good overall outcome for the 
equity markets. See SIFMA Letter, supra note 378, at 3-4.
    \380\ See Letter from Lisa J. Fall, President, BOX Exchange LLC 
(April 27, 2020) (``BOX Response II''), at 3.
---------------------------------------------------------------------------

IV. Proceedings To Determine Whether To Approve or Disapprove SR-BOX-
2020-14, as Modified by Amendment No. 1, and Grounds for Disapproval 
Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \381\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide 
additional comment on the proposed rule change to inform the 
Commission's analysis of whether to approve or disapprove the proposed 
rule change.
---------------------------------------------------------------------------

    \381\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\382\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 6(b)(1) 
of the Act, which requires that a national securities exchange be so 
organized and have the capacity to be able to carry out the purposes of 
the Act and to comply, and enforce compliance by its members and 
persons associated with its members, with the provisions of the Act, 
the rules and regulations thereunder, and the rules of the 
exchange.\383\ In addition, the Commission is instituting proceedings 
to allow for additional analysis of the proposed rule change's 
consistency with Section 6(b)(5) of the Act, which requires, among 
other things, that the rules of a national securities exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and 
to protect investors and the public interest, and not be designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers; \384\ and Section 6(b)(8) of the Act, which requires that the 
rules of a national securities exchange not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act.\385\
---------------------------------------------------------------------------

    \382\ Id.
    \383\ 15 U.S.C. 78f(b)(1).
    \384\ 15 U.S.C. 78f(b)(5).
    \385\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a proposed rule change is consistent with the Exchange 
Act and the rules and regulations issued thereunder . . . is on the 
[SRO] that proposed the rule change.'' \386\ The description of a 
proposed rule change, its purpose and operation, its effect, and a 
legal analysis of its consistency with applicable requirements must all 
be sufficiently detailed and specific to support an affirmative 
Commission finding,\387\ and any failure of an SRO to provide this 
information may result in the Commission not having a sufficient basis 
to make an affirmative finding that a proposed rule change is 
consistent with the Act and the applicable rules and regulations.\388\
---------------------------------------------------------------------------

    \386\ 17 CFR 201.700(b)(3).
    \387\ See id.
    \388\ See id.
---------------------------------------------------------------------------

    The Commission is instituting proceedings to allow for additional 
consideration and comment on the issues raised herein, including as to 
whether the proposal, as modified by Amendment No. 1, is consistent 
with the Act.

V. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposal, as 
modified by Amendment No. 1, is consistent with Sections 6(b)(1),\389\ 
6(b)(5),\390\ and 6(b)(8) \391\ of the Act or any other provision of 
the Act, or the rules and regulations thereunder. Although there do not 
appear to be any issues relevant to approval or disapproval that would 
be facilitated by an oral presentation of views, data, and arguments, 
the Commission will consider, pursuant to

[[Page 51291]]

Rule 19b-4 under the Act,\392\ any request for an opportunity to make 
an oral presentation.\393\
---------------------------------------------------------------------------

    \389\ 15 U.S.C. 78f(b)(1).
    \390\ 15 U.S.C. 78f(b)(5).
    \391\ 15 U.S.C. 78f(b)(8).
    \392\ 17 CFR 240.19b-4.
    \393\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal, as modified by Amendment No. 
1, should be approved or disapproved by September 9, 2020. Any person 
who wishes to file a rebuttal to any other person's submission must 
file that rebuttal by September 23, 2020.
    The Commission asks that commenters address the sufficiency of the 
Exchange's statements in support of the proposal, which are set forth 
in Amendment No. 1,\394\ in addition to any other comments they may 
wish to submit about the proposed rule change.
---------------------------------------------------------------------------

    \394\ See Amendment No. 1, supra note 6.
---------------------------------------------------------------------------

    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-BOX-2020-14 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-BOX-2020-14. 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-BOX-2020-14 and should be submitted by 
September 9, 2020. Rebuttal comments should be submitted by September 
23, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\395\
---------------------------------------------------------------------------

    \395\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-17967 Filed 8-18-20; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.