Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Eighth Amended and Restated Limited Liability Company Agreement of MEMX Holdings LLC

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104029; File No. SR-MEMX-2025-30]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Eighth Amended and Restated Limited Liability Company Agreement of MEMX Holdings LLC</SUBJECT> <DATE>September 24, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that on September 11, 2025, MEMX LLC (“MEMX” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a “non-controversial” proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act  <SU>3</SU> <FTREF/> and Rule 19b-4(f)(6) thereunder. <SU>4</SU> <FTREF/> The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>  15 U.S.C. 78s(b)(3)(A). </FTNT> <FTNT> <SU>4</SU>  17 CFR 240.19b-4. </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange is filing with the Commission a proposed rule change to amend the Eighth Amended and Restated Limited Liability Company Agreement (the “Holdco LLC Agreement”) of MEMX Holdings LLC (“Holdco” or the “Company”), as further described below. Holdco is the parent company of the Exchange and directly or indirectly owns all of the limited liability company membership interests in the Exchange. The text of the proposed rule change is provided in Exhibit 5 and is available on the Exchange's website at <E T="03">https://info.memxtrading.com/regulation/rules-and-filings/.</E> <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend the Holdco LLC Agreement  <SU>5</SU> <FTREF/> to reflect amendments that were previously approved by the Holdco Board in accordance with the Holdco LLC Agreement and Delaware law, including: (i) an amendment to the provisions relating to the pre-emptive right of certain limited liability company members of the Company (“Members”) with respect to issuances of Units  <SU>6</SU> <FTREF/> or other equity interests in the Company or its subsidiaries (“Company Subsidiaries”); and (ii) amendments intended to update and/or clarify existing language in various provisions. Each of these amendments is discussed below. <FTNT> <SU>5</SU>  References herein to the “Holdco LLC Agreement” refer to the Eighth Amended and Restated Limited Liability Company Agreement of MEMX Holdings LLC, as may be amended from time to time. All section references herein are to sections of the Holdco LLC Agreement unless indicated otherwise. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Holdco LLC Agreement. </FTNT> <FTNT> <SU>6</SU>  The term “Units” means a unit representing a fractional part of the membership interests of the Members. <E T="03">See</E> Section 1.1. </FTNT> <HD SOURCE="HD3">Amendment To Pre-Emptive Right Provision</HD> Section 9.1 of the Holdco LLC Agreement provides for a pre-emptive right of certain Members to purchase a pro rata portion of any New Securities  <SU>7</SU> <FTREF/> that the Company or any Company Subsidiary may from time to time propose to issue or sell to any party within a specified timeframe. The Exchange notes that pre-emptive rights are commonly provided to equity owners of private companies, such as the Company, and are designed to protect equity owners against dilution resulting from new issuances by allowing an equity owner to purchase its pro rata portion of a new security issuance to maintain its proportional stake in the company. <FTNT> <SU>7</SU>  The term “New Securities” means any authorized but unissued Units and any Unit Equivalents convertible into Units, exchangeable or exercisable for Units, or providing a right to subscribe for, purchase or acquire Units, or, in each of the foregoing cases, if such New Securities are issued by a Company Subsidiary any equity interests or Equity Interest Equivalents in such Company Subsidiary; provided, that the term “New Securities” shall not include Units, Unit Equivalents, equity interests or Equity Interest Equivalents issued or sold by the Company or any Company Subsidiary in connection with: (i) a grant to any existing or prospective Directors, Officers or other service providers of the Company pursuant to any incentive plan of the Company or similar equity-based plans or other compensation agreement (including the Incentive Plan); (ii) the conversion or exchange of any validly issued securities of the Company or any Company Subsidiary into Units or other equity interests, or the exercise of any warrants or other rights to acquire Units or other equity interests; (iii) any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; (iv) any merger, consolidation or other business combination involving the Company or any Company Subsidiary; (v) the commencement of any Public Offering; (vi) without prejudice to clause (iv) above, any issuance of Units, Unit Equivalents, equity interests or Equity Interest Equivalents in a transaction which results in a Change of Control of the Company or any Company Subsidiary, with respect to which the Board has waived the rights of the Members under Section 9.1 pursuant to a Supermajority Board Vote; (vii) conversion of Class C Units and/or Class D Units, as applicable, pursuant to Sections 3.10(d), 3.10(e) or 3.11, as applicable; or (viii) to the extent not covered by clauses (i) through (vii) above, Common Units issued in the manner set forth in clauses (A) through (H) of the definition of Exempted Securities. <E T="03">See</E> Section 9.1(b). </FTNT> The definition of New Securities in the Holdco LLC Agreement describes the types of securities that are included in that term and therefore are subject to the Members’ pre-emptive right, and it also specifies certain types of securities that are excluded from that term and therefore are not subject to the Members’ pre-emptive right. The Holdco Board has resolved, and the Exchange therefore proposes, to amend the definition of New Securities to specifically exclude Units or other equity interests issued or sold by the Company or any Company Subsidiary in connection with a warrants or other equity rights program administered by a Regulated Securities Exchange Subsidiary  <SU>8</SU> <FTREF/> that is approved by the Holdco Board by Supermajority Board Vote and is effective pursuant to a rule filing that is filed with the Commission (any such program, an “Exchange Warrants Program”). The Exchange notes that Exchange Warrants Programs are generally designed for the purpose of incentivizing Exchange participation in exchange for the issuance of Units or other equity interests, <SU>9</SU> <FTREF/> and the Holdco Board has determined that the Members’ pre-emptive right should not apply to issuances under such programs. <FTNT> <SU>8</SU>  The term “Regulated Securities Exchange Subsidiary” means any national securities exchange controlled, directly or indirectly, by the Company, including MEMX LLC and MX2 LLC. <E T="03">See</E> Section 1.1. </FTNT> <FTNT> <SU>9</SU>  The Exchange notes that it in 2024 adopted an Exchange Warrants Program (the “2024 Warrants Program”) pursuant to which warrants representing the right to acquire equity in Holdco upon vesting are issued to participants on the Exchange's options platform (“MEMX Options”) who also participate in the 2024 Warrants Program in exchange for such participants' achievement of certain trade volume thresholds on MEMX Options. The 2024 Warrants Program was designed to incentivize market participants on MEMX Options to direct greater trade volume to MEMX Options, thereby enhancing its market quality. <E T="03">See</E> Securities Exchange Act Release No. 100247 (May 30, 2024), 89 FR 48203 (June 5, 2024) (SR-MEMX-2024-21). </FTNT> Thus, under the proposed rule change, issuances of Units or other equity interests under future Exchange Warrants Programs would not be subject to the Members’ pre-emptive right, and the Exchange believes this proposed change would facilitate the administration of future Exchange Warrants Programs on the Exchange, as it would limit participation in the equity issuances under such programs to the participants in such programs, consistent with the design of such programs. The Exchange notes that while this proposed change may have an impact on the proportional ownership of the Exchange or its parent company in connection with a future Exchange Warrants Program by disapplying the right of certain Members to participate in the equity issuance thereunder, any such Exchange Warrants Program must be effective pursuant to a rule filing that is filed wi ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 30k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━