\306\ See proposed Rule 26109. Because the Exchange does not
propose to allow foreign issuers of security tokens, 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).
    \307\ Consequently, the Exchange does not propose to adopt a
parallel provision to NYSE American Section 113 at this time.
    \308\ See e.g., NYSE American Sections 1003(b)(iv) and (e).
    \309\ See e.g., NYSE American Sections 106(f), 401(i), and
1003(g).
    \310\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange proposes in Rule 26507 to prohibit the issuance of
fractional security tokens 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 security tokens.\311\ 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.\312\
---------------------------------------------------------------------------

    \311\ The Exchange also proposes certain conforming changes in
Rule 26503 (Form of Notice) to reiterate that fractional interests
in security tokens are not permitted by the Exchange.
    \312\ 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 token is a security under applicable United States
securities laws. Such a requirement provides assurance to the Exchange
that security token 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.\313\
---------------------------------------------------------------------------

    \313\ 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 \314\ 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.\315\ 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-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.
---------------------------------------------------------------------------

    \314\ See proposed Rule 26802(d).
    \315\ 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 security tokens 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.\316\
---------------------------------------------------------------------------

    \316\ As with all sections of the proposed rules, references to
``securities'' have been changed to ``security tokens'' 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 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.\317\
---------------------------------------------------------------------------

    \317\ 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.\318\ 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.\319\ 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).
---------------------------------------------------------------------------

    \318\ 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.
    \319\ 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 \320\ 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.\321\ 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.
---------------------------------------------------------------------------

    \320\ 15 U.S.C. 78f(b)(5).
    \321\ 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 \322\ requiring
that an SRO promptly file notice with the Commission of any final
disciplinary action taken with respect to any person or
organization.\323\ The Exchange's MRVP includes the policies and
procedures set forth in Exchange Rule 12140 (Imposition of Fines for
Minor Violations).
---------------------------------------------------------------------------

    \322\ 17 CFR 240.19d-1(c)(1).
    \323\ 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.\324\ 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,\325\ 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.\326\
---------------------------------------------------------------------------

    \324\ See e.g., IEX Rule 9.218 and Cboe BZX Rule 8.15.01.
    \325\ 15 U.S.C. 78f(b)(1), 78f(b)(5) and 78f(b)(6).
    \326\ 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,\327\ 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 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.
---------------------------------------------------------------------------

    \327\ 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 security tokens, 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.'' \328\
---------------------------------------------------------------------------

    \328\ 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.'' \329\
---------------------------------------------------------------------------

    \329\ 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.\330\
---------------------------------------------------------------------------

    \330\ 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 \331\ 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.
---------------------------------------------------------------------------

    \331\ 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 \332\ 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 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.
---------------------------------------------------------------------------

    \332\ Id.
---------------------------------------------------------------------------

VI. Forms To Be Used in Connection With BSTX
    In connection with the operation of BSTX, the Exchange proposes to
uses a series of new forms to facilitate becoming a BSTX Participant
and for issuers to list their security tokens. 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
(boxoptions.com).
D. BSTX Security Token Market Designated Market Maker Selection Form
    In accordance with proposed Rule 25230(b)(1), BSTX will maintain
the BSTX Security Token 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 Token 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 security tokens. All listing 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.\333\
---------------------------------------------------------------------------

    \333\ 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 security tokens on BSTX.\334\
The BSTX Original Listing Application provides information necessary,
and in accordance with Section 12(b) of the Exchange Act,\335\ 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 security tokens. 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:
---------------------------------------------------------------------------

    \334\ Pursuant to proposed Exchange Rule 26130, an applicant
seeking the initial listing of its security token must also provide
a legal opinion that the applicant's security token is a security
under applicable United States securities laws.
    \335\ 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 security tokens
outstanding or offered, total security tokens unissued, but reserved
for issuance, date authorized, purpose of security tokens to be issued,
number of security tokens authorized, and information relating to
payment of dividends. This information is required of all applicants
listing security tokens 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 token
listing, including the type of transaction (initial public offering of
a security token, 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 token 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
token 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 Token
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 token 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 security tokens, date of
board authorization, date of shareholder authorization and anticipated
date of issuance. This information is required of all applicants
listing additional security tokens 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 security tokens in the future above
the amount they are currently applying for. This information is
required of all applicants listing additional security tokens 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 token splits and
changes in states of incorporation. This information is required of all
applicants listing additional security tokens 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 token split or security token dividend, including
forward security token split ratios and information related to security
token dividends. This information is required of all applicants listing
additional security tokens on the Exchange, and is necessary in order
to determine the rights associated with the security tokens.
    15. For additional listing applications only, relevant company
documents. This information is required of all applicants listing
additional security tokens 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 security tokens 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 security tokens 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 security tokens 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 token design
affirmation, underwriter's letter (for an initial public offering of a
security token 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 Token Market Listing Agreement
    Pursuant to proposed Exchange Rule 26132, to apply for listing on
the Exchange, a company must execute the BSTX Security Token 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 security tokens or in
the rights, benefits, and privileges of the holders of such security
tokens.
    3. Company understands that the Exchange may remove its security
tokens from listing on the BSTX Security Token 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
Token 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 security tokens on the BSTX Security Token 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 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 Token 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 Token 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 Token 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
Token Market Corporate Governance Affirmation assists the Exchange
regulatory staff in monitoring listed company compliance with the
corporate governance requirements.
J. Security Token Design Affirmation for the BSTX Security Token Market
    In accordance with proposed Rule 26138, in order for a security
token to be admitted to dealings on BSTX, such security token must
follow the BSTX Security Token Protocol. The BSTX Security Token
Protocol will be provided via Regulatory Circular and posted on the
Exchange's website. The Exchange has included an overview of the BSTX
Security Token Protocol as Exhibit 3N. The Security Token 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 Token Design Affirmation
upon initial listing on the Exchange. This Security Token Design
Affirmation assists the Exchange's staff in verifying that an issuer's
security tokens meet the requirements of the BXTS security token
protocol.
K. Sample Underwriter's Letter
    In accordance with proposed Rule 26101, an initial public offering
of a security token 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 token.
L. BSTX Security Token Protocol Summary Overview
    BSTX Rule 26138 requires that a BSTX listed company's security
tokens must comply with the BSTX Security Token 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
Security Token Protocol. Exhibit 3N also provides information on the
Registry and Compliance features of the BSTX Security Token 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.\336\ 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
token listing regulation, authorize BSTX Participants to trade on the
BSTX System, and conduct surveillance of security token trading on the
BSTX System.
---------------------------------------------------------------------------

    \336\ 15 U.S.C. 78f.
---------------------------------------------------------------------------

    Section 17(d) of the Exchange Act \337\ 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,\338\ 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.\339\
---------------------------------------------------------------------------

    \337\ 15 U.S.C. 78q(d).
    \338\ 17 CFR 240.17d-1.
    \339\ 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 \340\ 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.\341\ The Exchange may choose
to join certain Rule 17d-2 agreements such as the agreement allocating
responsibility for insider trading rules.\342\
---------------------------------------------------------------------------

    \340\ 17 CFR 240.17d-2.
    \341\ Exchange Act Release No. 85046 (February 4, 2019), 84 FR
2643 (February 7, 2019).
    \342\ 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 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 security tokens with the applicable initial and continuing
listing requirements, including compliance with the BSTX Protocol.\343\
---------------------------------------------------------------------------

    \343\ See proposed Exchange Rules 26230 (Security Token
Architecture Audit) and 26138 (BSTX Security Token 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,\344\
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.
---------------------------------------------------------------------------

    \344\ 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,\345\ in general and with
Section 6(b)(5) of the Exchange Act,\346\ 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.
---------------------------------------------------------------------------

    \345\ 15 U.S.C. 78a et seq.
    \346\ 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 token 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 security tokens using a
price-time priority model and the clearance and settlement of security
tokens 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 token

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 token 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 security tokens.
    The Exchange believes that the proposed address whitelisting and
end-of-day security token balance reporting requirement is consistent
with the Exchange Act, and Section 6(b)(5) \347\ 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 security tokens 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 token 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,\348\ 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.
---------------------------------------------------------------------------

    \347\ 15 U.S.C. 78f(b)(5).
    \348\ 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.\349\ In setting forth the Commission's authority to establish a
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.'' \350\ The
Exchange has proposed here a type of security (i.e., security tokens)
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 token balance reporting
process as an ancillary recordkeeping function using the ``subsystem''
of blockchain technology.\351\ 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.
---------------------------------------------------------------------------

    \349\ 15 U.S.C. 78k-1.
    \350\ 15 U.S.C. 78k-1(a)(2).
    \351\ The Exchange notes that to the extent the Commission
believes that the ancillary recordkeeping process regarding security
tokens under the proposed BSTX Rules is not a ``unique trading
characteristic'' of security tokens for purposes of Section 11A of
the Exchange Act insofar as it does not directly relate to
``trading'' of security tokens, then there would not be any concern
with respect to security tokens regarding consistency with Section
11A. In other words, either the ancillary recordkeeping process is a
unique trading characteristic of security tokens as explicitly
contemplated by Congress as part of the national market system or it
is not a unique trading characteristic of security tokens because
they will trade, clear, and settle the same as all other NMS stock.
In the latter case, security tokens 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[.]'' \352\
[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.\353\ 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 security tokens. 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 token balances
across multiple addresses in connection with end-of-day security token
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.\354\
---------------------------------------------------------------------------

    \352\ 15 U.S.C. 78(b).
    \353\ See e.g., FINRA Rule 2360(b)(5) and Cboe Rule 8.43.
    \354\ 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 token transactions may be
cleared and settled, (4) security token transactions occurring OTC, and
(5) security token transactions occurring on other exchanges that might
extend unlisted trading privileges to security tokens.
    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 security tokens 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 token 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 (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 token 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 security tokens.
    Regarding consideration (3) above and the manner in which security
token transactions may be cleared and settled, the Exchange proposes to
clear and settle security tokens 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 token transactions insubstantially 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
security tokens OTC because security tokens 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 token balance reporting pursuant to
proposed Rule 17020) that are not required of non-BSTX Participants
trading security tokens. 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 token 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 security tokens held.
    Finally, with respect to consideration (5) noted above regarding
other exchanges extending unlisted trading privileges to security
tokens, 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. Security tokens 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 security tokens in accordance with Commission rules.

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. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 2, is consistent with the Act. In
particular, the Commission seeks comment on the questions posed in the
Order Instituting Proceedings previously issued by the Commission with
respect to this proposed rule

change.\355\ Comments may be submitted by any of the following methods:
---------------------------------------------------------------------------

    \355\ See Order Instituting Proceedings, supra note 8, 85 FR at
4043.
---------------------------------------------------------------------------

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-BOX-2019-19 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BOX-2019-19. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-BOX-2019-19 and should be submitted on
or before March 27, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\356\
---------------------------------------------------------------------------

    \356\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-04470 Filed 3-5-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 146 (Monday, July 30, 2018)]
[Rules and Regulations]
[Pages 36432-36433]
[FR Doc No: 2018-16191]

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

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket No. USCG-2018-0661]

Safety Zones; Annual Events in the Captain of the Port Buffalo
Zone--August and September Events

AGENCY: Coast Guard, DHS.

ACTION: Notice of enforcement of regulation.

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

SUMMARY: The Coast Guard will enforce certain safety zones located in
Federal regulations for recurring marine events. This action is
necessary and intended for the safety of life and property on navigable
waters during these events. During each enforcement period, no person
or vessel may enter the respective safety zone without the permission
of the Captain of the Port Buffalo.

DATES: The regulations in 33 CFR 165.939 will be enforced during the
month of August and September as noted in the SUPPLEMENTARY INFORMATION
section below.

FOR FURTHER INFORMATION CONTACT: If you have questions about this
notice of enforcement, call or email LTJG Sean Dolan, Chief of
Waterways Management, U.S. Coast Guard Sector Buffalo; telephone 716-
843-9322, email [email protected].

SUPPLEMENTARY INFORMATION: The Coast Guard will enforce the Safety
Zones; Annual Events in the Captain of the Port Buffalo Zone listed in
33 CFR 165.939 for the following events:

    (1) Thunder on the Niagara Hydroplane Boat Races, North Tonawanda,
NY; The safety zone listed in 33 CFR 165.939(c)(4) will be enforced
from 9 a.m. to 6 p.m. on August 4, 2018, until August 5, 2018.
    (2) D-Day Conneaut, Conneaut, OH; The safety zone listed in 33 CFR
165.939(c)(2) will be enforced from 9 a.m. to 5 p.m. on August 17,
2018, until August 18, 2018.
    (3) Madison Township Light up the Park, Madison, OH; The safety
zone listed in 33 CFR 165.939(d)(1) will be enforced from 9:15 p.m. to
10:15 p.m. on September 2, 2018.
    (4) Cleveland National Air Show, Cleveland, OH; The safety zone
listed in 33 CFR 165.939(d)(2) will be enforced daily from 9 a.m. to 6
p.m. August 30--September 3, 2018.
    (5) Head of the Cuyahoga, Cleveland, OH; The safety zone listed in
33 CFR 165.939(d)(3) will be enforced from 6:45 a.m. to 4:15 p.m. on
September 15, 2018.
    Pursuant to 33 CFR 165.23, entry into, transiting, or anchoring
within the safety zone during an enforcement period is prohibited
unless authorized by the Captain of the Port Buffalo or his designated
representative. Those seeking permission to enter the safety zone may
request permission from the Captain of Port Buffalo via channel 16,
VHF-FM. Vessels and persons granted permission to enter the safety zone
shall obey the directions of the Captain of the Port Buffalo or his
designated representative. While within a safety zone, all vessels
shall operate at the minimum speed necessary to maintain a safe course.
    This notice of enforcement is issued under authority of 33 CFR
165.939 and 5 U.S.C. 552(a). In addition to this notice of enforcement
in the Federal Register, the Coast Guard will provide the maritime
community with advance notification of this enforcement period via
Broadcast Notice to Mariners or Local Notice to Mariners. If the
Captain of the Port Buffalo determines that the safety zone need not be
enforced for the full duration stated in this notice he or she may use
a Broadcast Notice to Mariners to grant general permission to enter the
respective safety zone.

    Dated: July 25, 2018.
Joseph S. Dufresne,
Captain, U.S. Coast Guard, Captain of the Port Buffalo.
[FR Doc. 2018-16191 Filed 7-27-18; 8:45 am]
 BILLING CODE 9110-04-P


PAPERWORK REDUCTION ACT SUBMISSION Please read the instructions before completing this form. For additional forms or assistance in completing this form, contact your agency's Paperwork Clearance Officer. Send two copies of this form, the collection instrument to be reviewed, the Supporting Statement and any additional documentation to: Office of Information and Regulatory Affairs, Office of Management and Budget, Docket Library, Room 10102, 725 17th Street NW Washington, DC 20503.

1. Agency/ Subagency originating request US Environmental Protection Agency / Office of Air and Radiation / Office of Air Quality Planning and Standards 2. OMB control number b. G None a 2060  0376 3. Type of information collection ( check one) a. G New collection b. G Revision of a currently approved collection c.

Extension of a currently approved collection d. G Reinstatement, without change, of a previously approved collection for which approval has expired e. G Reinstatement, with change, of a previously approved collection for which approval has expired f. G Existing collection in use without an OMB control number 4. Type of review requested ( check one)

a.

Regular b. G Emergency  Approval requested by: / / c. G Delegated 5. Small entities Will this information collection have a significant economic impact on a substantial number of small entities? G Yes

No For b f, note item A2 of Supporting Statement Instructions 6. Requested expiration date a.

Three years from approval date b. G Other Specify: / /___

7. Title Information Collection Request Update for the 40 CFR Part 64 Compliance Assurance Monitoring Program 8. Agency form number( s) ( If applicable) EPA ICR 1663.03 9. Keywords Clean Air Act, environmental protection, air pollution control 10. Abstract EPA will use the information required by the CAM rule in providing oversight and guidance relevant to compliance monitoring and reporting of emissions and in assessing requests by source owners and operators for alternative monitoring. Owners and operators of emissions units that are subject to the title V air permitting program and that have add on emissions control devices need to collect this information on emissions monitoring, compliance certification, periodic reporting, and recordkeeping.

11. Affected public ( Mark primary with " P" and all others that apply with " X") a. Individuals or households d. Farms b. P Business or other for profit e. X Federal Government c. X Not for profit institutions f. X State, Local or Tribal Government 12. Obligation to respond ( Mark primary with " P" and all others that apply with " X") a. G Voluntary b. G Required to obtain or retain benefits c. P Mandatory 13. Annual reporting and recordkeeping hour burden a. Number of respondents 2,020 b. Total annual responses 4,040 1. Percentage of these responses collected electronically 0 % c. Total hours requested 172,698 d. Current OMB inventory 147,560 e. Difference 25,138 f. Explanation of difference 1. Program Change 0 2. Adjustment 25,138 14. Annual reporting and recordkeeping cost burden ( in thousands of dollars) a. Total annualized capital/ startup costs 9,576 b. Total annual costs ( O& M) 123 c. Total annualized cost requested 9,699 d. Current OMB inventory 1,230 e. Difference 8,469 f. Explanation of difference 1. Program change 0 2. Adjustment 8,469 15. Purpose of information collection ( Mark Primary With " P" and all others that apply with " X") a. __ Application for benefits e. __ Program planning or management b. __ Program evaluation f. __ Research c. __ General purpose statistics g. P Regulatory or compliance d. __ Audit 16. Frequency of recordkeeping or reporting ( check all that apply) a.

Recordkeeping b. Q Third party disclosure c.

Reporting 1.

On occasion 2. Q Weekly 3. Q Monthly 4. Q Quarterly 5.

Semi annually 6. Q Annually 7. Q Biannually 8. Q Other ( describe)

17. Statistical methods Does this information collection employ statistical methods?

Q Yes

No 18. Agency contact ( person who can best answer questions regarding the content of this submission) Name: Barrett Parker Phone: 919 541 5635 OMB 83 I 10/ 95 19. Certification for Paperwork Reduction Act Submissions On behalf of this Federal agency, 1 certify that the collection of information encompassed by this request complies with' 5 CFR 1320.9.

NOTE: The text of 5 CFR 1320.9, and the related provisions of 5 CFR 1320.8( b)( 3), appear at the end of the instructions. The certification is to be made with reference to those regulatory provisions as set forth in the instructions.

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

( a) It is necessary for the proper performance of agency functions;

( b) It avoids unnecessary duplication;

( c) It reduces burden on small entities;

( d) It uses plain, coherent, and unambiguous terminology that is understandable to respondents;

( e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

( f) It indicates the retention periods for recordkeeping requirements;

( g) It informs respondents of the information called for under 5 CFR 1320.8( b)( 3): ( I) Why the information is being collected' ( ii) Use of information; ( iii) Burden estimate; ( iv) Nature of response ( voluntary, required for a benefit, or mandatory); ( v) Nature and extent of confidentiality; and ( vi) Need to display currently valid OMB control number;

( h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected ( see note in Item 19 of the instructions);

( I) It uses effective and efficient statistical survey methodology; and ( j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item below and explain the reason in Item 18 of the Supporting Statement.

Signature of Program Official Date Signature of Senior Official or designee Oscar Morales, Director Collection Strategies Division Office of Environmental Information Date OMB 83 I 10/ 95 Certification Requirement for Paperwork Reduction Act Submissions 5 CFR 1320.9 reads " As part of the agency submission to OMB of a proposed collection of information, the agency ( through the head of the agency, the Senior Official or their designee) shall certify ( and provide a record supporting such certification) that the proposed collection of information

"( a) is necessary for the proper performance of the functions of the agency, including that the information to be collected will have practical utility;

"( b) is not unnecessarily duplicative of information otherwise reasonably accessible to the agency;

"( c) reduces to the extent practicable and appropriate the burden on persons who shall provide information to or for the agency, including with respect to small entities, as defined in the Regulatory Flexibility Act 5 U. S. C § 601( 6)), the use of such techniques as:

"( 1) establishing differing compliance or reporting requirements or timetables that take into account the resources available to those who are to respond; "( 2) the clarification, consolidation, or simplification of compliance and reporting requirements; or collection of information , or any part thereof; "( 3) an exemption from coverage of the collection of information, or any part thereof;

"( d) is written using plain, coherent, and unambiguous terminology and is understandable to those who are to respond;

"( e) is to be implemented in ways consistent and compatible, to the maximum extent practicable, with the existing reporting and recordkeeping practices of those who are to respond;

"( f) indicates for each recordkeeping requirement the length of time persons are required to maintain the records specified;

"( g) informs potential respondents of the information called for under § 1320.8( b)( 3); [ see below]

"( h) has been developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected, including the processing of the information in a manner which shall enhance, where appropriate, the utility of the information to agencies and the public;

"( I) uses effective and efficient statistical survey methodology appropriate to the purpose for which the information is to be collected; and "( j) to the maximum extent practicable, uses appropriate information technology to reduce burden and improve data quality, agency efficiency and responsiveness to the public."

NOTE: 5 CFR 1320.8( b)( 3) requires that each collection of information:

"( 3) informs and provides reasonable notice to the potential persons to whom the collection of information is addressed of: "( I) the reasons the information is planned to be and/ or has been used to further the proper performance of the functions of the agency; "( ii) the way such information is planned to be and/ or has been used to further the proper performance of the functions of the agency; "( iii) an estimate, to the extent practicable, of the average burden of the collection ( together with a request that the public direct to the agency any comments concerning the accuracy of this burden estimate and any suggestions for reducing this burden); "( iv) whether responses to the collection of information are voluntary, required to obtain or retain a benefit ( citing authority), or mandatory ( citing authority); "( v) the nature and extent of confidentiality to be provided, if any ( citing authority); and "( vi) the fact that any agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number."

OMB 83 I ( Instructions) 10/ 95