September 27, 2021

Ms. Vanessa Countryman
Secretary
Securities and Exchange Commission
100 F Street NE., Washington, DC 20549

Re: Release No. 34-92796; File No. SR-BOX-2021-06

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the above-referenced proposed rule change (“Proposal”), as amended by Amendment No. 1, filed by BOX Exchange LLC (“BOX” or “Exchange”) with the Securities and Exchange Commission (“Commission”) under Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”).2 In the Proposal, BOX is again seeking to adopt rules governing the listing and trading of a new type of equity security on a facility of the Exchange known as the Boston Security Token Exchange LLC (“BSTX”). SIFMA’s comments on the Proposal are focused on BOX’s statement in the Proposal that it does not intend for “Securities” listed on BSTX to be fungible with any other class of securities from the same issuer, along with its apparent assertion in footnote 25 of the Proposal that an issuer can have two classes of securities that have identical voting and economic rights.3

1 SIFMA is the leading trade association for broker-dealers, investment banks, and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate for legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.

2 See Exchange Act Release No. 92017 (May 25, 2021), 86 FR 29634 (June 2, 2021). On July 13, the  Commission extended the time for its consideration of the Proposal to August 31, 2021. See Exchange Act Release No. 92387 (July 13, 2021), 86 FR 38140 (July 19, 2021). On August 18, 2021, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed. See Exchange Act Release No. 92796 (August 27, 2021), 86 FR 49416 (September 2, 2021).

3 Footnote 25 of the Proposal provides the following: The Exchange notes that distinct classes of securities issued by an issuer that are Securities would not be fungible with another class of securities of the same issuer because no class of an issuer’s securities is fungible with a separate class of its securities – otherwise they would be the same class of security. To the extent that two classes of an issuer’s shares had identical voting and economic rights but were registered.