100 Definitions

(a)

With respect to these Rules, the following terms shall have the meanings specified in this Rule 100. A term defined elsewhere in these Rules shall have the same meaning with respect to this Rule 100 Series, unless otherwise defined below.

(1) The term "Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with, such Person. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise with respect to such Person. A Person is presumed to control any other Person, if that Person: (i) is a director, general partner, or officer exercising executive responsibility (or having similar status or performing similar functions); (ii) directly or indirectly has the right to vote 25 percent or more of a class of voting security or has the power to sell or direct the sale of 25 percent or more of a class of voting securities of the Person; or (iii) in the case of a partnership, has contributed, or has the right to receive upon dissolution, 25 percent or more of the capital of the partnership.

(2) The term "aggregate exercise price" means the exercise price of an options contract multiplied by the number of units of the underlying security covered by the options contract.

(3) The term "American-style option" means an options contract that, subject to the provisions of Rule 9000 (relating to the cutoff time for exercise instructions) and to the Rules of the Clearing Corporation, may be exercised at any time from its commencement time until its expiration.

(4) The term "associated person" or "person associated with a Participant" means any partner, officer, director, or branch manager of such Participant (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with such Participant or any employee of such Participant, except that any person associated with a Participant whose functions are solely clerical or ministerial shall not be included in the meaning of such term for purposes of these Rules.

(5) The term "bid" means a limit order to buy one or more options contracts.

(6) The term "Board" means the Board of Directors of BOX Exchange LLC.

(7) The term "BOX" means BOX Options Market LLC, an options trading facility of the Exchange under 3(a)(2) of the Exchange Act.

(8) The term "BOX Transaction" means a transaction involving an options contract that is effected on or through BOX or its facilities or systems.

(9) The term "call" means an options contract under which the holder of the option has the right, in accordance with the terms of the option, to purchase from the Clearing Corporation the number of shares of the underlying security covered by the options contract.

(10) The term "Central Order Book" or "BOX Book" means the electronic book of orders on each single option series maintained by the BOX Trading Host.

(11) The term "class of options" means all options contracts of the same type and style covering the same underlying security.

(12) The term "Clearing Corporation" or "OCC" means The Options Clearing Corporation.

(13) The term "Clearing Participant" means an Options Participant that is self-clearing or an Options Participant that clears BOX Transactions for other Options Participants of BOX.

(14) The term "closing purchase transaction" means a BOX Transaction that reduces or eliminates a short position in an options contract.

(15) The term "closing writing transaction" means a BOX Transaction that reduces or eliminates a long position in an options contract.

(16) The term "covered short position" means (i) an options position where the obligation of the writer of a call option is secured by a "specific deposit" or an "escrow deposit" meeting the conditions of Rules 610A and 610B or 610C, respectively, of the Rules of the Clearing Corporation, or the writer holds in the same account as the short position, on a share-for-share basis, a long position either in the underlying security or in an options contract of the same class of options where the exercise price of the options contract in such long position is equal to or less than the exercise price of the options contract in such short position; and (ii) an options position where the writer of a put option holds in the same account as the short position, on a share-for-share basis, a long position in an options contract of the same class of options where the exercise price of the options contract in such long position is equal to or greater than the exercise price of the options contract in such short position.

(17) The term "Customer" means either a Public Customer or a broker-dealer.

(18) The term "Customer Order" means an agency order for the account of either a Public Customer, as defined herein, or a broker-dealer.

(19) The term "Directed Order" means any Customer Order to buy or sell contracts on a single option series which has been directed to a particular Market Maker by an OFP.

(20) The term "discretion" means the authority of a broker or dealer to determine for a Customer the type of option, the class or series of options, the number of contracts, or whether options are to be bought or sold.

(21) The term "European-style option" means an options contract that, subject to the provisions of Rule 9000 (relating to the cutoff time for exercise instructions) and to the Rules of the Clearing Corporation, can be exercised only on its expiration date.

(22) The term "Exchange" means BOX Exchange LLC.

(23) The term "Exchange Act" means the Securities Exchange Act of 1934, as amended, or Rules thereunder.

(24) The term "Exchange Official" means an officer of the Exchange, vested by the Board with certain authority to supervise options trading on BOX.

(25) The term "exercise price" means the specified price per unit at which the underlying security may be purchased or sold upon the exercise of an options contract.

(26) The term "Floor Participant" means Floor Brokers as defined in Rule 7540 and Floor Market Makers as defined in Rule 8510(b).

(27) The terms "he," "him" or "his" shall be deemed to refer to persons of female as well as male gender, and to include organizations, as well as individuals, when the context so requires.

(28) The term "index option" means, as the context requires, either an options contract that is an option on an index of equity securities prices or a contract on a tradable instrument which tracks such prices.

(29) The term "individual equity option" means an options contract which is an option on an equity security.

(30) The term "long position" means a person's interest as the holder of one or more options contracts.

(31) The term "Market Maker" means an Options Participant registered with the Exchange for the purpose of making markets in options contracts traded on the Exchange and that is vested with the rights and responsibilities specified in the Rule 8000 Series. All Market Makers are designated as specialists on the Exchange for all purposes under the Exchange Act or Rules thereunder.

(32) The term "Market Operations Center" or "MOC" means the BOX Market Operations Center, which provides market support for Options Participants during the trading day.

(33) The term "Market Regulation Center" or "MRC" means the Exchange's United States based facilities in which, pursuant to procedures established by the Board, Exchange Officials and personnel shall monitor, conduct surveillance of, and regulate the conduct of options business on BOX, in order to ensure the maintenance of a fair and orderly market.

(34) The term "NBB" means the national best bid, the term "NBO" means the national best offer, and the term "NBBO" means the national best bid or offer, each as calculated by BOX based on market information received by BOX from OPRA.

(35) The term "offer" means a limit order to sell one or more options contracts.

(36) The term "opening purchase transaction" means a BOX Transaction that creates or increases a long position in an options contract.

(37) The term "opening writing transaction" means a BOX Transaction that creates or increases a short position in an options contract.

(38) The term "options contract" means a put or a call issued, or subject to issuance by the Clearing Corporation pursuant to the Rules of the Clearing Corporation.

(39) The term "options market close" or "market close" means the time specified by BOX for the cessation of trading in contracts on BOX for options on that market day.

(40) The term "options market open" or "market open" means the time specified by BOX for the commencement of trading in contracts on BOX for options on that market day.

(41) The term "Options Participant" is a Participant registered with the Exchange for purposes of participating in options trading on the Exchange.

(42) 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.”

(43)

The term "Options Principal" means persons associated with a Participant, enumerated in subparagraphs (i) through (v) hereafter, who are actively engaged in the management of the Options Participant's investment banking or securities business, including supervision, solicitation, conduct of business or the training of persons associated with a Participant for any of these functions. Designated Options Principals shall include:

(i) Sole Proprietors;

(ii) Officers;

(iii) Partners;

(iv) Branch Manager; and

(v) Directors of Corporations.

(44) The term "Options Participation Agreement" means the agreement to be executed by Options Participants to qualify to participate on BOX.

(45) The term "OPRA" means the Options Price Reporting Authority.

(46) The term "order" means a firm commitment to buy or sell options contracts as defined in Rule 7110 (Order Entry).

(47) The terms "Order Flow Provider" or "OFP" mean those Options Participants representing as agent Customer Orders on BOX and those non-Market Maker Participants conducting proprietary trading.

(48) The term "outstanding" means an options contract which has been issued by the Clearing Corporation and has neither been the subject of a closing writing transaction nor has reached its expiration date.

(49) The term "person" means any natural person, company, government, or political subdivision, agency, or instrumentality of a government.

(50) The term "pre-opening" means the period immediately prior to the market open on BOX, beginning at a time specified by BOX, during which Options Participants may log on to the Trading Host and submit, amend and withdraw orders, but no trading can occur.

(51) The term "primary market" means the principal market in which an underlying security is traded.

(52) The term "Professional" means any person or entity that (i) is not a broker or dealer in securities, and (ii) places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s). All Professional orders shall be appropriately marked by Participants. A Professional will be treated in the same manner as a broker-dealer for purposes of Rules 7150 and 7245. Except as noted below, each order of any order type counts as one order for Professional order counting purposes.

Complex Orders:
1. A complex order comprised of eight (8) legs or fewer counts as a single order;
2. A complex order comprised of nine (9) legs or more counts as multiple orders with each option leg counting as its own separate order;
“Parent”/“Child” Orders:
1. Same Side and Same Series: A “parent” order that is placed for the beneficial account(s) of a person or entity that is not a broker or dealer in securities that is broken into multiple “child” orders on the same side (buy/sell) and series as the “parent” order by a broker or dealer, or by an algorithm housed at a broker or dealer or by an algorithm licensed from a broker or dealer, but which is housed with the customer, counts as one order even if the “child” orders are routed across multiple exchanges.
2. Both Sides and/or Multiple Series: A “parent” order (including a strategy order) that is broken into multiple “child” orders on both sides (buy/sell) of a series and/or multiple series counts as multiple orders, with each “child” order counting as a new and separate order.
Cancel/Replace:
1. Except as provided in paragraph (c)(2) below, any order that cancels and replaces an existing order counts as a separate order (or multiple new orders in the case of a complex order comprised of nine (9) legs or more).
2. Same Side and Same Series: An order that cancels and replaces any “child” order resulting from a “parent” order that is placed for the beneficial account(s) of a person or entity that is not a broker, or dealer in securities that is broken into multiple “child” orders on the same side (buy/sell) and series as the “parent” order by a broker or dealer, by an algorithm housed at a broker or dealer, or by an algorithm licensed from a broker or dealer, but which is housed with the customer, does not count as a new order.
3. Both Sides and/or Multiple Series: An order that cancels and replaces any “child” order resulting from a “parent” order (including a strategy order) that generates “child” orders on both sides (buy/sell) of a series and/or in multiple series counts as a new order.

(53) The term "Public Customer" means a person that is not a broker or dealer in securities.

(54) The term "Public Customer Order" means an order for the account of a Public Customer.

(55) The term "put" means an options contract under which the holder of the option has the right, in accordance with the terms and provisions of the option and the Rules of the OCC, to sell to the Clearing Corporation the number of units of the underlying security covered by the options contract, at a price per unit equal to the exercise price, upon the timely exercise of such option.

(56) The term "Quarterly Options Series" means a series in an options class that is approved for listing and trading on the Exchange in which the series is opened for trading on any business day and that expires at the close of business on the last business day of a calendar quarter.

(57) The term "quote" or "quotation" means a bid or offer entered by a Market Maker as a firm order that updates the Market Maker's previous bid or offer, if any.

(58) The term "Representative" means persons associated with a Participant, including assistant officers other than principals, who are engaged in the investment banking or securities business for the Participant including the functions of supervision, solicitation, or conduct of business in securities or who are engaged in the training of persons associated with a Participant for any of these functions.

(59) The term "Request for Quote" or "RFQ" shall mean a message that may be issued by an Options Participant in order to signal an interest in an options series and request response from other Participants. The RFQ contains only the series symbol and quantity and is broadcast to all Participants.

(60) The term "Rules" means the Exchange By-Laws, the Exchange LLC Agreement, and these Rules of the Exchange.

(61) The term "Rules of the Clearing Corporation" or "Rules of the OCC" means the Certificate of Incorporation, the By-Laws and the Rules of the Clearing Corporation, and all written interpretations thereof, as may be in effect from time to time.

(62) The term "SEC" or "Commission" means the United States Securities and Exchange Commission.

(63) The term "series of options" means all options contracts of the same class of options having the same exercise price and expiration date.

(64) The term "session end" means the period immediately following Market Close, ending at a time specified by BOX, during which Options Participants may withdraw any "good-till-canceled" orders that they do not wish to remain in the market for the following market day.

(65) The term "short position" means a person's interest as the writer of one or more options contracts.

(66) The term "Short Term Option Series" means a series in an option class that is approved for listing and trading on BOX in which the series is opened for trading on any Monday, Tuesday, Wednesday, Thursday or Friday that is a business day and that expires on the Monday, Tuesday, Wednesday, Thursday, or Friday of the next business week, or, in the case of a series that is listed on a Friday and expires on a Monday, is listed one business week and one business day prior to that expiration. If a Tuesday, Wednesday, Thursday or Friday is not a business day, the series may be opened (or shall expire) on the first business day immediately prior to that Tuesday, Wednesday, Thursday or Friday, respectively. For a series listed pursuant to this section for Monday expiration, if a Monday is not a business day, the series shall expire on the first business day immediately following that Monday.

(67) The term "SRO" means a self-regulatory organization as defined in Section 3(a)(26) of the Exchange Act.

(68) The term "Trading Floor" or "Options Floor" means the physical trading floor of the Exchange located in Chicago. The Trading Floor shall consist of one “Crowd Area” or “Pit” where all option classes will be located. The Crowd Area or Pit shall be marked with specific visible boundaries on the Trading Floor, as determined by the Exchange. A Floor Broker must open outcry an order in the Crowd Area.

(69) The term "Trading Host" means the automated trading system used by BOX for the trading of options contracts.

(70) The term "type of option" means the classification of an options contract as either a put or a call.

(71) The term "uncovered" means a short position in an options contract that is not covered.

(72) The term "underlying security" means the security that the Clearing Corporation shall be obligated to sell (in the case of a call option) or purchase (in the case of a put option) upon the valid exercise of an options contract.

(b)

Other Provisions.

(1) Presiding Exchange Officials. The President of the Exchange and his or her designated staff shall be responsible for monitoring: (1) dealings of Floor Participants and their associated persons on the Trading Floor, and of the premises of the Exchange immediately adjacent thereto; (2) the activities of Floor Participants and their associated persons and shall establish standards and procedures for the training and qualification of Floor Participants and their associated persons active on the Trading Floor; (3) all Trading Floor employees of Floor Brokers and Floor Market Makers, and shall make and enforce such rules with respect to such employees as may be deemed necessary; (4) all connections or means of communications with the Trading Floor and may require the discontinuance of any such connection or means of communication when, in the opinion of the President or his or her designee, it is contrary to the welfare or interest of the Exchange; (5) the location of equipment and the assignment and use of space on the Trading Floor; and (6) relations with other options exchanges.

(2) BOX Order Gateway. The BOX Order Gateway (“BOG”) is a component of the Trading Host which enables Floor Brokers and/or their employees to enter transactions on the Trading Floor. Once orders are submitted through the BOG they are immediately processed by the Trading Host. The Trading Host will establish an electronic audit trail for options orders represented and executed by Floor Brokers such that the audit trail provides an accurate, time-sequenced record of all orders from the Trading Floor, beginning with the receipt of an order by the Exchange, and further documenting the life of the order. Additional information on the requirements for Floor Broker’s audit trail requirements are described in Rule 7580(e).

(3) All Exchange options transactions shall be executed automatically by the Trading Host pursuant to Rule 7130 or 7600.

(4) Manner of Bidding and Offering on the Trading Floor. Bids and offers on the Trading Floor, to be effective, must be made by public outcry on the Trading Floor. All bids and offers shall be general ones and shall not be specified for acceptance by particular Floor Participants.

(5) Public Outcry. Bids and offers must be made in an audible tone of voice. A Floor Market Maker shall be considered "out" on a bid or offer if he does not affirmatively respond to the Floor Broker who is announcing the order, provided that a Floor Broker must give a Floor Participant a reasonable amount of time to respond. A “reasonable amount of time” will be interpreted on a case-by-case basis by an Options Exchange Official based on the current market conditions and trading activity on the Trading Floor. A Floor Participant bidding and offering in immediate and rapid succession shall be deemed "in" until he shall say "out" on either bid or offer. Once the trading crowd has provided a quote, it will remain in effect until: (i) a reasonable amount of time has passed, or (ii) there is a significant change in the price of the underlying security, or (iii) the market given in response to the request has been improved. In the case of a dispute, the term "significant change" will be interpreted on a case-by-case basis by an Options Exchange Official based upon the extent of recent trading in the option and, in the case of equity and index options, in the underlying security, and any other relevant factors. A Floor Participant must verbalize that he is “in” after a Floor Broker announces an order, even if a valid quote has been provided by the Floor Participant prior to the announcement of the order by a Floor Broker.

(6) Options Exchange Official. Any Exchange employee or officer designated as an Options Exchange Official will from time to time as provided in these rules have the ability to recommend and enforce rules and regulations relating to trading access, order, decorum, health, safety and welfare on the Exchange.

Effective April 27, 2012; amended April 19, 2013 (SR-BOX-2013-01); amended December 19, 2013 (SR-BOX-2013-43); amended August 14, 2014 (SR-BOX-2014-16); amended March 29, 2016 (SR-BOX-2016-13); amended June 30, 2016 (SR-BOX-2016-28), operative August 24, 2016; amended August 2, 2017 (SR-BOX-2016-48); amended February 8, 2018 (SR-BOX-2018-07); amended August 15, 2018 (SR-BOX-2018-25 and SR-BOX-2018-26); amended August 10, 2018 (SR-BOX-2018-27), operative September 9, 2018; amended January 27, 2022 (SR-BOX-2021-06); amended November 16, 2022 (SR-BOX-2022-29); amended June 5, 2023 (SR-BOX-2023-02), operative July 5, 2023.

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