Below are excerpts from the BATS rule change proposal which, if approved by the SEC, would allow shares of the Bitcoin Trust to be traded on the BATS exchange (https://www.sec.gov/rules/sro/batsbzx/2016/34-78262.pdf
: To be clear, the approval of this rule change is separate from the SEC approving the Trust itself (i.e., its registration statement, Form S-1). So unfortunately, even if this rule change is approved, it doesn't necessarily mean the Trust itself will be approved anytime soon or at all
These are all direct quotes shown in order, but in the interest of readability I have generally not used ellipses or otherwise indicated where clauses, sentences or sections are omitted. I have put in bold parts that I think are particularly notable:
SR-BatsBZX-2016-30 34-78262 Jul. 8, 2016 Notice of Filing of a Proposed Rule Change to BZX Rule 14.11(e)(4), Commodity-Based Trust Shares, to List and Trade Winklevoss Bitcoin Shares Issued by the Winklevoss Bitcoin Trust
Bats BZX Exchange . . . filed with the Securities and Exchange Commission the proposed rule change. The Exchange filed a proposal to list and trade Winklevoss Bitcoin Shares (the “Shares”) issued by the Winklevoss Bitcoin Trust (the “Trust”) under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares. The text of the proposed rule change is available at the Exchange’s website at www.batstrading.com
In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. The Exchange proposes to list and trade the Shares under BZX Rule 14.11(e)(4), which governs the listing and trading of Commodity Based Trust Shares on the Exchange. The Shares will be offered by the Trust.
Digital Asset Services, LLC, formerly MathBased Asset Services, LLC, will be the sponsor of the Trust (the “Sponsor”). Gemini Trust Company, LLC will be the custodian of the Trust (the “Custodian”). The Custodian will hold the bitcoin deposited with the Custodian on behalf of the Trust in a segregated custody account. The Custodian will use its proprietary and patent-pending offline (i.e., air-gapped) Cold Storage System to store the Trust’s bitcoin. The Trust is expected to issue and redeem Shares from time to time only in one or more whole Baskets. Certain Authorized Participants are the only persons that may place orders to create or redeem Baskets. Authorized Participants or their affiliated market makers are expected to have the facility to participate directly on one or more Bitcoin Exchanges. The investment objective of the Trust is for the Shares to track the price of bitcoin, as measured by the spot price at 4:00 p.m. Eastern time on the Gemini exchange. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and are expected to be traded under the ticker symbol “COIN” on the Exchange.
The Trust values its bitcoin as measured at 4:00 p.m. Eastern time using the Gemini Exchange Spot Price on each Business Day.
The Trust has entered into preliminary conversations with a number of potential Authorized Participants as well as market makers, each of which is an experienced participant in the ETP marketplace and is actively engaged in trading ETPs. A number of these potential Authorized Participants, currently trade bitcoin and are already registered participants that trade on the Gemini Exchange. Authorized Participants will not be required to use the Gemini Exchange to trade their bitcoin, and the Gemini Exchange is not the only venue on which Authorized Participants can purchase bitcoin for delivery to the Trust.
The Trust represents the first known ETP in the United States that seeks to track the price of a Digital Asset (a “Digital Asset ETP”). Securitized instruments have been created for other marketplaces, but have encountered limited success due to their lack of transparency and thorough regulatory oversight. Two notable examples are the Grayscale Investment Trust, which trades under the ticker GBTC on OTC Markets (formerly the “Pink Sheets”) and does not qualify as an exchange-listed product, and Bitcoin Tracker One, which trades under the ticker COINXBT on the Stockholm Stock Exchange. The Shares will be listed and trade on BZX . . . [and] will be eligible for margin accounts.
The value of the Trust’s holdings will be reported each day on the Trust’s website.
Using the precious metals exchange-traded trusts currently trading on U.S. exchanges as design paradigms, the Sponsor has structured the Trust to be a similar passive investment vehicle holding a single asset. Like the precious metals exchange traded trusts cited above, the Trust will only own and store bitcoin and will not be permitted to hold cash or any other Digital Asset. Custodian can use Signers to sign a specific message chosen by the Custodian that references a current event (i.e., to prove recency), thereby proving control of the private keys associated with the public Bitcoin addresses in which the Trust’s bitcoin are held. This allows the Custodian to evidence control of the Trust’s assets periodically during audits on-demand and without necessitating the transfer of any of the Trust’s bitcoin.
Custodian will accept, on behalf of the Trust, delivery of bitcoin from Authorized Participants into the Trust Custody Account in the creation of a Basket. In order for an Authorized Participant to redeem a Basket and receive a distribution of bitcoin from the Trust, the Custodian, upon receiving instructions from the Administrator, will sign transactions necessary to transfer bitcoin out of the Trust Custody Account and distribute to the Bitcoin address specified by the Authorized Participant. Sponsor must engage an independent audit firm to periodically audit the Custodian’s Cold Storage System protocols and internal controls (“Internal Controls Audit”), and report to the Sponsor at least annually on such matters. Additionally, the Sponsor must engage an independent audit firm to biannually verify that the Custodian can demonstrate “proof of control” of the private keys that control the Trust’s bitcoin (“Proof of Control Audit”). One Proof of Control Audit will be conducted at the end of each calendar year and the other at random. The Administrator will use the Gemini Exchange Spot Price as measured at 4:00 p.m. Eastern time (the “Evaluation Time”) to calculate the Trust’s NAV. The Administrator will calculate the Trust’s NAV by dividing the net assets of the Trust by the number of the Shares outstanding as of the close of trading on the Exchange (which includes the net number of any of the Shares created or redeemed on such Business Day).
The Trust will issue and redeem the Shares in Baskets only to certain Authorized Participants on an ongoing basis. On a creation, Baskets will be distributed to the Authorized Participants by the Trust in exchange for the delivery to the Trust of the appropriate number of bitcoin (i.e., bitcoin equal in value to the value of the Shares being purchased). On a redemption, the Trust will distribute bitcoin equal in value to the value of the Shares being redeemed to the redeeming Authorized Participant in exchange for the delivery to the Trust of one or more Baskets. On each Business Day, the value of each Basket accepted by the Administrator in a creation or redemption transaction will be the same (i.e., each Basket will consist of 50,000 Shares and the value of the Basket will be equal to the value of 50,000 Shares at their net asset value per Share on that day). Authorized Participants must be (i) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, and (ii) DTC Participants.
The Trust’s website, which will be publicly available prior to the public offering of the Shares, will include a form of the prospectus for the Trust that may be downloaded. The website will include additional quantitative information updated on a daily basis, including, for the Trust: (i) the prior Business Day’s reported NAV, the highest quoted bid price for the Shares (the “Best Bid”) and lowest quoted offer price for the Shares (the “Best Ask”), the mid-point of the spread between the Best Bid and the Best Ask at the time of the NAV calculation(the “Best Bid/Best Ask”), the daily trading volume of the Shares, and the calculation of the premium and discount of the Best Bid/Best Ask against the NAV . . .
The Sponsor will calculate an estimated fair value of the Shares based on the most recent Gemini Exchange Spot Price (the “Intraday Indicative Value”), which will be updated and widely disseminated by one or more major market data vendors at least every fifteen (15) seconds during the Exchange’s regular trading hours. The Basket creation and redemption process is important for the Trust in providing Authorized Participants with an arbitrage mechanism through which they may keep Share trading prices in line with the NAV.
If the market price of the Shares is greater than the NAV, an Authorized Participant can purchase sufficient bitcoin to create a Basket, and then sell the new Shares on the secondary market at a profit. If the NAV is greater than the market price of the Shares, an Authorized Participant can purchase Shares on the secondary market in an amount equal to a Basket and redeem them for bitcoin, and then sell the bitcoin at a profit.
The Shares will be subject to BZX Rule 14.11(e)(4), which sets forth the initial and continued listing criteria applicable to Commodity-Based Trust Shares.
The Trust currently expects that there will be at least 100,000 Shares outstanding at the time of commencement of trading on the Exchange. The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange’s existing rules governing the trading of equity securities. BZX will allow trading in the Shares from 8:00 a.m. until 5:00 p.m. Eastern Time.
Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (a) by order approve or disapprove such proposed rule change; or (b) institute proceedings to determine whether the proposed rule change should be disapproved. The Commission will post all comments on the Commission’s Internet website (http://www.sec.gov/rules/sro.shtml
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