[Federal Register Volume 90, Number 18 (Wednesday, January 29, 2025)]
[Notices]
[Page 8419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01851]
[[Page 8419]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102270; File No. SR-SAPPHIRE-2025-02]
Self-Regulatory Organizations; MIAX Sapphire, LLC; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the By-Laws
January 23, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on January 10, 2025, MIAX Sapphire, LLC (``MIAX Sapphire'' or the
``Company'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Item I below,
which Item has been substantially prepared by MIAX Sapphire. MIAX
Sapphire has designated this proposal for immediate effectiveness
pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)
thereunder.\4\ The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f). At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission will institute proceedings to determine whether the
proposed rule change should be approved or disapproved.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Company proposes to amend the By-Laws to: (1) eliminate the
requirement to maintain a Compensation Committee of the Board of
Directors (``Board'') \5\ of MIAX Sapphire; (2) update the process by
which the Regulatory Oversight Committee (``ROC'') determines the
compensation of the Chief Regulatory Officer (``CRO''); (3) update the
process by which the ROC determines personnel actions involving the CRO
and senior regulatory personnel; (4) amend the requirement to maintain
a Quality of Markets Committee of the Board so that the
responsibilities of that committee pertain solely to the Trading Floor
\6\ operations of MIAX Sapphire; \7\ (5) update the process by which
the compensation of all officers, employees and agents of MIAX Sapphire
is determined, with an exception for the compensation of the CRO; and
(6) make a non-substantive clarifying change to delete the definition
of ``Effective Date'' (collectively, the ``By-Law Amendments'').
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\5\ The terms ``Board'' or ``Board of Directors'' means the
Board of Directors of the Company. See By-Laws, Article I,
Definitions, subparagraph (c).
\6\ The term ``Trading Floor'' or ``Floor'' means the physical
trading floor of the Exchange located in Miami, Florida. The Trading
Floor shall consist of one ``Crowd Area'' or ``Pit'' where Floor
Participants will be located and option contracts will be traded.
The Crowd Area or Pit shall be marked with specific visible
boundaries on the Trading Floor, as determined by the Exchange. A
Floor Broker must represent all orders in an ``open outcry'' fashion
in the Crowd Area. See MIAX Sapphire Rule 100. The term ``Exchange''
means the national securities exchange operated by the Company. See
By-Laws, Article I, Definitions, subparagraph (l).
\7\ The Company launched its electronic trading platform on
August 12, 2024. See Press Release, Miami International Holdings
Announces Successful Launch of MIAX Sapphire Options Exchange (dated
August 13, 2024), available at https://www.miaxglobal.com/sites/default/files/alert-files/MIAX_Press_Release_08132024.pdf (last
visited December 17, 2024). The Company expects to launch the MIAX
Sapphire Trading Floor in Miami, Florida in June 2025. See Alert,
MIAX Sapphire Options Exchange-Trading Floor Update: Notification of
Important Dates and Access to Resources (dated December 6, 2024),
available at https://www.miaxglobal.com/alert/2024/12/06/miax-sapphire-options-exchange-trading-floor-update-notification-important (last visited December 17, 2024).
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The By-Laws of the Company may be amended by written consent of the
LLC Member \8\ or at any regular or special meeting of the Board of
MIAX Sapphire by a resolution adopted by the Board.\9\
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\8\ The term ``LLC Member'' means any person who maintains a
direct ownership interest in the Company. The sole LLC Member of the
Company is Miami International Holdings, Inc. See By-Laws, Article
I, Definitions, subparagraph (v).
\9\ See By-Laws, Article VIII, Section 8.1.
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The proposed rule change, including MIAX Sapphire's statement of
the purpose of, and statutory basis for, the proposed rule change, is
available on MIAX Sapphire's website at https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings and on the
Commission's website at https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02.
II. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act.\10\ Comments may be submitted
electronically by using the Commission's internet comment form (https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02) or by
sending an email to rule-comments@sec.gov. Please include file number
SR-SAPPHIRE-2025-02 on the subject line. Alternatively, paper comments
may be sent to Secretary, Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090. All submissions should refer to
file number SR-SAPPHIRE-2025-02. 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-regulations/self-regulatory-organization-rulemaking/national-securities-exchanges?file_number=SR-SAPPHIRE-2025-02). Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-SAPPHIRE-2025-02 and
should be submitted on or before February 19, 2025.
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\10\ 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 a.m. and 3 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of MIAX
Sapphire.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-01851 Filed 1-28-25; 8:45 am]
BILLING CODE 8011-01-P