Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating To Amend Rule 4.5, Which Is Part of the Exchange's Compliance Rule (“Compliance Rule”) Regarding the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan” or “Plan”) To Be Consistent With an Amendment to the CAT NMS Plan Recently Approved by the Securities and Exchange Commission (the “Commission”), 48032-48035 [2020-17240]
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Federal Register / Vol. 85, No. 153 / Friday, August 7, 2020 / Notices
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
[Release No. 34–89450; File No. SRCboeEDGA–2020–022]
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBYX–2020–023 on the subject line.
Paper Comments
jbell on DSKJLSW7X2PROD with NOTICES
• 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–CboeBYX–2020–023. 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 (https://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–CboeBYX–2020–023 and
should be submitted on or before
August 28, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–17242 Filed 8–6–20; 8:45 am]
BILLING CODE 8011–01–P
18 17
CFR 200.30–3(a)(12).
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Self-Regulatory Organizations; Cboe
EDGA Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating To
Amend Rule 4.5, Which Is Part of the
Exchange’s Compliance Rule
(‘‘Compliance Rule’’) Regarding the
National Market System Plan
Governing the Consolidated Audit Trail
(the ‘‘CAT NMS Plan’’ or ‘‘Plan’’) To Be
Consistent With an Amendment to the
CAT NMS Plan Recently Approved by
the Securities and Exchange
Commission (the ‘‘Commission’’)
August 3, 2020.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 30,
2020, Cboe EDGA Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGA’’) 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 Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe EDGA Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe EDGA’’) proposes
to amend Rule 4.5, which is part of the
Exchange’s compliance rule
(‘‘Compliance Rule’’) regarding the
National Market System Plan Governing
the Consolidated Audit Trail (the ‘‘CAT
NMS Plan’’ or ‘‘Plan’’) 3 to be consistent
with an amendment to the CAT NMS
Plan recently approved by the Securities
and Exchange Commission (the
‘‘Commission’’). The text of the
proposed rule change is provided
below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Rules of Cboe EDGA Exchange, Inc.
*
*
*
*
*
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Unless otherwise specified, capitalized terms
used in this rule filing are defined as set forth in
the Compliance Rule.
2 17
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Rule 4.5. Consolidated Audit Trail—
Definitions
For purposes of Rules 4.5 through
4.16:
*
*
*
*
*
(r) ‘‘Firm Designated ID’’ means (1) a
unique and persistent identifier for each
trading account designated by Industry
Members for purposes of providing data
to the Central Repository, provided,
however, such identifier may not be the
account number for such trading
account if the trading account is not a
proprietary account; (2) a unique and
persistent relationship identifier when
an Industry Member does not have an
account number available to its order
handling and/or execution system at the
time of order receipt, provided, however,
such identifier must be masked; or (3)
a unique and persistent entity identifier
when an employee of an Industry
Member is exercising discretion over
multiple client accounts and creates an
aggregated order for which a trading
account number of the Industry Member
is not available at the time of order
origination, where each such identifier
is unique among all identifiers from any
given Industry Member[ for each
business date].
*
*
*
*
*
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/edga/),
at the Exchange’s Office of the
Secretary, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of this proposed rule
change is to amend Chapter 7, Section
B of the Rules, the Compliance Rule
regarding the CAT NMS Plan, to be
consistent with an amendment to the
CAT NMS Plan recently approved by
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Federal Register / Vol. 85, No. 153 / Friday, August 7, 2020 / Notices
the Commission.4 The Commission
approved an amendment to the CAT
NMS Plan to amend the requirements
for Firm Designated IDs in four ways: (1)
To prohibit the use of account numbers
as Firm Designated IDs for trading
accounts that are not proprietary
accounts; (2) to require that the Firm
Designated ID for a trading account be
persistent over time for each Industry
Member so that a single account may be
tracked across time within a single
Industry Member; (3) to permit the use
of relationship identifiers as Firm
Designated IDs in certain circumstances;
and (4) to permit the use of entity
identifiers as Firm Designated IDs in
certain circumstances (the ‘‘FDID
Amendment’’). As a result, the
Exchange proposes to amend the
definition of ‘‘Firm Designated ID’’ in
Rule 4.5 to reflect the changes to the
CAT NMS Plan regarding the
requirements for Firm Designated IDs.
Rule 4.5(r) defines the term ‘‘Firm
Designated ID’’ to mean ‘‘a unique
identifier for each trading account
designated by Industry Members for
purposes of providing data to the
Central Repository, where each such
identifier is unique among all identifiers
from any given Industry Member for
each business date.’’
(1) Prohibit Use of Account Numbers
The Exchange proposes to amend the
definition of ‘‘Firm Designated ID’’ in
Rule 4.5(r) to provide that Industry
Members may not use account numbers
as the Firm Designated ID for trading
accounts that are not proprietary
accounts. Specifically, the Exchange
proposes to add the following to the
definition of a Firm Designated ID:
‘‘provided, however, such identifier
may not be the account number for such
trading account if the trading account is
not a proprietary account.’’
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(2) Persistent Firm Designated ID
The Exchange also proposes to amend
the definition of ‘‘Firm Designated ID’’
in Rule 4.5(r) to require a Firm
Designated ID assigned by an Industry
Member to a trading account to be
persistent over time, not for each
business day.5 To effect this change, the
4 Securities Exchange Act Release No. 89397 (July
24, 2020) (Federal Register pending).
5 If an Industry Member assigns a new account
number or entity identifier to a client or customer
due to a merger, acquisition or some other corporate
action, then the Industry Member should create a
new Firm Designated ID to identify the new account
identifier/relationship identifier/entity identifier in
use at the Industry Member for the entity. In
addition, if a previously assigned Firm Designated
ID is no longer in use by an Industry Member (e.g.,
if the trading account associated with the Firm
Designated ID has been closed), then an Industry
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Exchange proposes to amend the
definition of ‘‘Firm Designated ID’’ in
Rule 4.5(r) to add ‘‘and persistent’’ after
‘‘unique’’ and delete ‘‘for each business
date’’ so that the definition of ‘‘Firm
Designated ID’’ would read, in relevant
part, as follows:
A unique and persistent identifier for each
trading account designated by Industry
Members for purposes of providing data to
the Central Repository . . . where each such
identifier is unique among all identifiers
from any given Industry Member.
(3) Relationship Identifiers
The FDID Amendment also permits
an Industry Member to provide a
relationship identifier as the Firm
Designated ID, rather than an identifier
that represents a trading account, in
certain scenarios in which an Industry
Member does not have an account
number available to its order handling
and/or execution system at the time of
order receipt (e.g., certain institutional
accounts, managed accounts, accounts
for individuals). In such scenarios, the
trading account structure may not be
available when a new order is first
received from a client and, instead, only
an identifier representing the client’s
trading relationship is available. In
these limited instances, the Industry
Member may provide an identifier used
by the Industry Member to represent the
client’s trading relationship with the
Industry Member instead of an account
number.
When a trading relationship is
established at a broker-dealer for clients,
the broker-dealer typically creates a
parent account, under which additional
subaccounts are created. However, in
some cases, the broker-dealer
establishes the parent relationship for a
client using a relationship identifier as
opposed to an actual parent account.
The relationship identifier could be any
of a variety of identifiers, such as a short
name for a relevant individual or
institution. This relationship identifier
is established prior to any trading for
the client. If a relationship identifier has
been established rather than a parent
account, and an order is placed on
behalf of the client, any executed trades
will be kept in a firm account (e.g., a
facilitation or average price account)
until they are allocated to the proper
subaccount(s), i.e., the accounts
associated with the parent relationship
identifier connecting them to the client.
Member may reuse the Firm Designated ID for
another trading account. The Plan Processor will
maintain a history of the use of each Firm
Designated ID, including, for example, the effective
dates of the Firm Designated ID with respect to each
associated trading account.
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48033
Relationship identifiers are used in
circumstances in which the account
structure is not available to the trading
system at the time of order placement.
The clients have established accounts
prior to the trade that satisfy relevant
regulatory obligations for opening
accounts, such as Know Your Customer
and other customer obligations.
However, the order receipt workflows
operate using relationship identifiers,
not accounts.
For Firm Designated ID purposes, as
with an identifier for a trading account,
the relationship identifier must be
persistent over time. The relationship
identifier also must be unique among all
identifiers from any given Industry
Member. With these requirements, a
single relationship could be tracked
across time within a single Industry
Member using the Firm Designated ID.
In addition, the relationship identifier
must be masked as the relationship
identifier could be a name or otherwise
provide an indication as to the identity
of the relationship. The masking
requirement would avoid potentially
revealing the identity of the
relationship.
An example of the use of a
relationship identifier as a Firm
Designated ID would be a follows:
Suppose that Big Fund Manager is
known in Industry Member A’s systems
as ‘‘BFM1.’’ When an order is placed by
Big Fund Manager, the order is tagged
to BFM1. Industry Member A could use
a masked version of BFM1 in place of
the Firm Designated ID representing a
trading account when reporting a new
order from Big Fund Manager instead of
the account numbers to which executed
shares/contracts will be allocated at a
later time via a booking or other system.
Similarly, another example of the use of
a relationship identifier as a Firm
Designated ID would involve an
individual in place of the Big Fund
Manager in the above example.
In accordance with the FDID
Amendment, the Exchange proposes to
amend the definition of a ‘‘Firm
Designated ID’’ in Rule 4.5(r) to permit
Industry Members to provide a
relationship identifier as the Firm
Designated ID as described above.
Specifically, the Exchange proposes to
amend the definition of ‘‘Firm
Designated ID’’ in Rule 4.5(r) to state
that a Firm Designated ID means, in
relevant part, ‘‘a unique and persistent
relationship identifier when an Industry
Member does not have an account
number available to its order handling
and/or execution system at the time of
order receipt, provided, however, such
identifier must be masked.’’
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(4) Entity Identifiers
The FDID Amendment also permits
Industry Members to provide an entity
identifier, rather than an identifier that
represents a trading account, when an
employee of the Industry Member is
exercising discretion over multiple
client accounts and creates an
aggregated order for which a trading
account number of the Industry Member
is not available at the time of order
origination. An entity identifier is an
identifier of the Industry Member that
represents the firm discretionary
relationship with the client rather than
a firm trading account.
The scenarios in which a firm uses an
entity identifier are comparable to when
a firm uses a relationship identifier (as
described above) except the entity
identifier represents the Industry
Member rather than a client. As with
relationship identifiers, entity
identifiers are used in circumstances in
which the account structure is not
available to the trading system at the
time of order placement. In this
workflow, the Industry Member’s order
handling and/execution system does not
have an account number at the time of
order origination. The relevant clients
that will receive an allocation of the
execution have established accounts
prior to the trade that satisfy relevant
regulatory obligations for opening
accounts, such as Know Your Customer
and other customer obligations.
However, the order origination
workflows operate using entity
identifiers, not accounts.
For Firm Designated ID purposes, as
with the identifier for a trading account
or a relationship, the entity identifier
must be persistent over time. The entity
identifier also must be unique among all
identifiers from any given Industry
Member. Each Industry Member must
make its own risk determination as to
whether it believes it is necessary to
mask the entity identifier when using an
entity identifier to report the Firm
Designated ID to CAT.
An example of the use of an entity
identifier as a Firm Designated ID would
be when Industry Member 1 has an
employee that is a registered
representative that has discretion over
several client accounts held at Industry
Member 1. The registered representative
places an order that he will later
allocate to individual client accounts.
At the time the order is placed, the
trading system only knows it involves a
representative of Industry Member 1
and it does not have a specific trading
account that could be used for Firm
Designated ID reporting. Therefore,
Industry Member 1 could report IM1, its
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entity identifier, as the FDID with the
new order.
In accordance with the FDID
Amendment, the Exchange proposes to
amend the definition of ‘‘Firm
Designated ID’’ in Rule 4.5(r) to permit
the use of an entity identifier as a Firm
Designated ID as described above.
Specifically, the Exchange proposes to
amend the definition of a ‘‘Firm
Designated ID’’ in Rule 4.5(r) to state
that a Firm Designated ID means, in
relevant part, ‘‘a unique and persistent
entity identifier when an employee of
an Industry Member is exercising
discretion over multiple client accounts
and creates an aggregated order for
which a trading account number of the
Industry Member is not available at the
time of order origination.’’
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.6 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 7 requirements that the rules of
an exchange be designed to prevent
fraudulent and manipulative acts and
practices, 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.
Additionally, the Exchange believes the
proposed rule change is consistent with
the Section 6(b)(5) 8 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
In particular, the Exchange believes
that this proposal is consistent with the
Act because it is consistent with, and
implements, a recent amendment to the
CAT NMS Plan, and is designed to
assist the Exchange and its Industry
Members in meeting regulatory
obligations pursuant to the Plan. In
approving the Plan, the Commission
noted that the Plan ‘‘is necessary and
appropriate in the public interest, for
the protection of investors and the
maintenance of fair and orderly markets,
to remove impediments to, and perfect
6 15
7 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
8 Id.
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the mechanism of a national market
system, or is otherwise in furtherance of
the purposes of the Act.’’ 9 To the extent
that this proposal implements the Plan,
and applies specific requirements to
Industry Members, the Exchange
believes that this proposal furthers the
objectives of the Plan, as identified by
the Commission, and is therefore
consistent with the Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange notes that the proposed rule
changes are consistent with a recent
amendment to the CAT NMS Plan, and
are designed to assist the Exchange in
meeting its regulatory obligations
pursuant to the Plan. The Exchange also
notes that the FDID Amendment will
apply equally to all Industry Members
that trade NMS Securities and OTC
Equity Securities. In addition, all
national securities exchanges and
FINRA are proposing this amendment to
their Compliance Rules. Therefore, this
is not a competitive rule filing, and,
therefore, it does not impose a burden
on competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 10 and Rule
19b–4(f)(6) thereunder.11 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
9 See Securities Exchange Act Release No. 79318
(November 15, 2016), 81 FR 84696, 84697
(November 23, 2016).
10 15 U.S.C. 78s(b)(3)(A)(iii).
11 17 CFR 240.19b–4(f)(6).
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of the Act 12 and Rule 19b–4(f)(6)(iii)
thereunder.13
A proposed rule change filed under
Rule 19b–4(f)(6) 14 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),15 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative by July 31, 2020. The
Commission believes that waiver of the
30-day operative delay is consistent
with the protection of investors and the
public interest because it implements an
amendment to the CAT NMS Plan
approved by the Commission.16
Accordingly, the Commission hereby
waives the 30-day operative delay and
designates the proposal operative as of
July 31, 2020.17
At any time within 60 days of the
filing of this proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
12 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
14 17 CFR 240.19b–4(f)(6).
15 17 CFR 240.19b–4(f)(6)(iii).
16 See Securities Exchange Act Release No. 89397
(July 24, 2020) (Federal Register publication
pending).
17 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
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13 17
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• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeEDGA–2020–022 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–CboeEDGA–2020–022. 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 (https://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–CboeEDGA–2020–022 and
should be submitted on or before
August 28, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–17240 Filed 8–6–20; 8:45 am]
BILLING CODE 8011–01–P
18 17
PO 00000
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48035
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–89455; File No. SR–
NYSEArca–2020–08]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Partial
Amendment No. 1 to Proposed Rule
Change To Establish a Wireless Fee
Schedule Setting Forth Available
Wireless Bandwidth Connections and
Associated Fees
August 3, 2020.
I. Introduction
On January 30, 2020, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Exchange Act’’
or ‘‘Act’’) 1 and Rule 19b–4 thereunder,2
a proposed rule change (SR–NYSEArca–
2020–08) to establish a schedule of
Wireless Connectivity Fees and Charges
(‘‘Wireless Fee Schedule’’) listing
available wireless bandwidth
connections between the Mahwah, New
Jersey data center and other data
centers.
The Commission published the
proposed rule change for public
comment in the Federal Register on
February 18, 2020.3 The Commission
received several comments on the
proposed rule change, and a response
from the Exchange.4 On April 1, 2020,
pursuant to Section 19(b)(2) of the Act,5
the Commission designated a longer
period within which to either approve
the proposed rule change, disapprove
the proposed rule change, or institute
proceedings to determine whether to
disapprove the proposed rule change.6
On May 18, 2020, the Commission
instituted proceedings to determine
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 88170
(February 11, 2020), 85 FR 8956 (February 18, 2020)
(SR–NYSEArca–2020–08) (‘‘Wireless I Notice’’). See
also Securities Exchange Act Release Nos. 88168
(February 11, 2020), 85 FR 8938 (February 18, 2020)
(SR–NYSE–2020–05); 88169 (February 11, 2020), 85
FR 8946 (February 18, 2020) (SR–NYSEAMER–
2020–05); 88172 (February 11, 2020), 85 FR 8923
(February 18, 2020) (SR–NYSECHX–2020–02); and
88171 (February 11, 2020), 85 FR 8930 (February
18, 2020) (SR–NYSENAT–2020–03).
4 Comments received on the Wireless I Notice and
the Exchange’s response are available on the
Commission’s website at: https://www.sec.gov/
comments/sr-nysearca-2020-08/
srnysearca202008.htm.
5 15 U.S.C. 78s(b)(2).
6 See Securities Exchange Act Release No. 88539
(April 1, 2020), 85 FR 19553 (April 7, 2020). The
Commission designated May 18, 2020, as the date
by which it should approve, disapprove, or institute
proceedings to determine whether to disapprove the
proposed rule changes.
2 17
E:\FR\FM\07AUN1.SGM
07AUN1
]]>Agencies
[Federal Register Volume 85, Number 153 (Friday, August 7, 2020)]
[Notices]
[Pages 48032-48035]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-17240]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-89450; File No. SR-CboeEDGA-2020-022]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change
Relating To Amend Rule 4.5, Which Is Part of the Exchange's Compliance
Rule (``Compliance Rule'') Regarding the National Market System Plan
Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or
``Plan'') To Be Consistent With an Amendment to the CAT NMS Plan
Recently Approved by the Securities and Exchange Commission (the
``Commission'')
August 3, 2020.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 30, 2020, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``Cboe EDGA'')
proposes to amend Rule 4.5, which is part of the Exchange's compliance
rule (``Compliance Rule'') regarding the National Market System Plan
Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or
``Plan'') \3\ to be consistent with an amendment to the CAT NMS Plan
recently approved by the Securities and Exchange Commission (the
``Commission''). The text of the proposed rule change is provided
below.
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\3\ Unless otherwise specified, capitalized terms used in this
rule filing are defined as set forth in the Compliance Rule.
(additions are italicized; deletions are [bracketed])
* * * * *
Rules of Cboe EDGA Exchange, Inc.
* * * * *
Rule 4.5. Consolidated Audit Trail--Definitions
For purposes of Rules 4.5 through 4.16:
* * * * *
(r) ``Firm Designated ID'' means (1) a unique and persistent
identifier for each trading account designated by Industry Members for
purposes of providing data to the Central Repository, provided,
however, such identifier may not be the account number for such trading
account if the trading account is not a proprietary account; (2) a
unique and persistent relationship identifier when an Industry Member
does not have an account number available to its order handling and/or
execution system at the time of order receipt, provided, however, such
identifier must be masked; or (3) a unique and persistent entity
identifier when an employee of an Industry Member is exercising
discretion over multiple client accounts and creates an aggregated
order for which a trading account number of the Industry Member is not
available at the time of order origination, where each such identifier
is unique among all identifiers from any given Industry Member[ for
each business date].
* * * * *
The text of the proposed rule change is also available on the
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/edga/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this proposed rule change is to amend Chapter 7,
Section B of the Rules, the Compliance Rule regarding the CAT NMS Plan,
to be consistent with an amendment to the CAT NMS Plan recently
approved by
[[Page 48033]]
the Commission.\4\ The Commission approved an amendment to the CAT NMS
Plan to amend the requirements for Firm Designated IDs in four ways:
(1) To prohibit the use of account numbers as Firm Designated IDs for
trading accounts that are not proprietary accounts; (2) to require that
the Firm Designated ID for a trading account be persistent over time
for each Industry Member so that a single account may be tracked across
time within a single Industry Member; (3) to permit the use of
relationship identifiers as Firm Designated IDs in certain
circumstances; and (4) to permit the use of entity identifiers as Firm
Designated IDs in certain circumstances (the ``FDID Amendment''). As a
result, the Exchange proposes to amend the definition of ``Firm
Designated ID'' in Rule 4.5 to reflect the changes to the CAT NMS Plan
regarding the requirements for Firm Designated IDs.
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\4\ Securities Exchange Act Release No. 89397 (July 24, 2020)
(Federal Register pending).
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Rule 4.5(r) defines the term ``Firm Designated ID'' to mean ``a
unique identifier for each trading account designated by Industry
Members for purposes of providing data to the Central Repository, where
each such identifier is unique among all identifiers from any given
Industry Member for each business date.''
(1) Prohibit Use of Account Numbers
The Exchange proposes to amend the definition of ``Firm Designated
ID'' in Rule 4.5(r) to provide that Industry Members may not use
account numbers as the Firm Designated ID for trading accounts that are
not proprietary accounts. Specifically, the Exchange proposes to add
the following to the definition of a Firm Designated ID: ``provided,
however, such identifier may not be the account number for such trading
account if the trading account is not a proprietary account.''
(2) Persistent Firm Designated ID
The Exchange also proposes to amend the definition of ``Firm
Designated ID'' in Rule 4.5(r) to require a Firm Designated ID assigned
by an Industry Member to a trading account to be persistent over time,
not for each business day.\5\ To effect this change, the Exchange
proposes to amend the definition of ``Firm Designated ID'' in Rule
4.5(r) to add ``and persistent'' after ``unique'' and delete ``for each
business date'' so that the definition of ``Firm Designated ID'' would
read, in relevant part, as follows:
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\5\ If an Industry Member assigns a new account number or entity
identifier to a client or customer due to a merger, acquisition or
some other corporate action, then the Industry Member should create
a new Firm Designated ID to identify the new account identifier/
relationship identifier/entity identifier in use at the Industry
Member for the entity. In addition, if a previously assigned Firm
Designated ID is no longer in use by an Industry Member (e.g., if
the trading account associated with the Firm Designated ID has been
closed), then an Industry Member may reuse the Firm Designated ID
for another trading account. The Plan Processor will maintain a
history of the use of each Firm Designated ID, including, for
example, the effective dates of the Firm Designated ID with respect
to each associated trading account.
A unique and persistent identifier for each trading account
designated by Industry Members for purposes of providing data to the
Central Repository . . . where each such identifier is unique among
all identifiers from any given Industry Member.
(3) Relationship Identifiers
The FDID Amendment also permits an Industry Member to provide a
relationship identifier as the Firm Designated ID, rather than an
identifier that represents a trading account, in certain scenarios in
which an Industry Member does not have an account number available to
its order handling and/or execution system at the time of order receipt
(e.g., certain institutional accounts, managed accounts, accounts for
individuals). In such scenarios, the trading account structure may not
be available when a new order is first received from a client and,
instead, only an identifier representing the client's trading
relationship is available. In these limited instances, the Industry
Member may provide an identifier used by the Industry Member to
represent the client's trading relationship with the Industry Member
instead of an account number.
When a trading relationship is established at a broker-dealer for
clients, the broker-dealer typically creates a parent account, under
which additional subaccounts are created. However, in some cases, the
broker-dealer establishes the parent relationship for a client using a
relationship identifier as opposed to an actual parent account. The
relationship identifier could be any of a variety of identifiers, such
as a short name for a relevant individual or institution. This
relationship identifier is established prior to any trading for the
client. If a relationship identifier has been established rather than a
parent account, and an order is placed on behalf of the client, any
executed trades will be kept in a firm account (e.g., a facilitation or
average price account) until they are allocated to the proper
subaccount(s), i.e., the accounts associated with the parent
relationship identifier connecting them to the client.
Relationship identifiers are used in circumstances in which the
account structure is not available to the trading system at the time of
order placement. The clients have established accounts prior to the
trade that satisfy relevant regulatory obligations for opening
accounts, such as Know Your Customer and other customer obligations.
However, the order receipt workflows operate using relationship
identifiers, not accounts.
For Firm Designated ID purposes, as with an identifier for a
trading account, the relationship identifier must be persistent over
time. The relationship identifier also must be unique among all
identifiers from any given Industry Member. With these requirements, a
single relationship could be tracked across time within a single
Industry Member using the Firm Designated ID. In addition, the
relationship identifier must be masked as the relationship identifier
could be a name or otherwise provide an indication as to the identity
of the relationship. The masking requirement would avoid potentially
revealing the identity of the relationship.
An example of the use of a relationship identifier as a Firm
Designated ID would be a follows: Suppose that Big Fund Manager is
known in Industry Member A's systems as ``BFM1.'' When an order is
placed by Big Fund Manager, the order is tagged to BFM1. Industry
Member A could use a masked version of BFM1 in place of the Firm
Designated ID representing a trading account when reporting a new order
from Big Fund Manager instead of the account numbers to which executed
shares/contracts will be allocated at a later time via a booking or
other system. Similarly, another example of the use of a relationship
identifier as a Firm Designated ID would involve an individual in place
of the Big Fund Manager in the above example.
In accordance with the FDID Amendment, the Exchange proposes to
amend the definition of a ``Firm Designated ID'' in Rule 4.5(r) to
permit Industry Members to provide a relationship identifier as the
Firm Designated ID as described above. Specifically, the Exchange
proposes to amend the definition of ``Firm Designated ID'' in Rule
4.5(r) to state that a Firm Designated ID means, in relevant part, ``a
unique and persistent relationship identifier when an Industry Member
does not have an account number available to its order handling and/or
execution system at the time of order receipt, provided, however, such
identifier must be masked.''
[[Page 48034]]
(4) Entity Identifiers
The FDID Amendment also permits Industry Members to provide an
entity identifier, rather than an identifier that represents a trading
account, when an employee of the Industry Member is exercising
discretion over multiple client accounts and creates an aggregated
order for which a trading account number of the Industry Member is not
available at the time of order origination. An entity identifier is an
identifier of the Industry Member that represents the firm
discretionary relationship with the client rather than a firm trading
account.
The scenarios in which a firm uses an entity identifier are
comparable to when a firm uses a relationship identifier (as described
above) except the entity identifier represents the Industry Member
rather than a client. As with relationship identifiers, entity
identifiers are used in circumstances in which the account structure is
not available to the trading system at the time of order placement. In
this workflow, the Industry Member's order handling and/execution
system does not have an account number at the time of order
origination. The relevant clients that will receive an allocation of
the execution have established accounts prior to the trade that satisfy
relevant regulatory obligations for opening accounts, such as Know Your
Customer and other customer obligations. However, the order origination
workflows operate using entity identifiers, not accounts.
For Firm Designated ID purposes, as with the identifier for a
trading account or a relationship, the entity identifier must be
persistent over time. The entity identifier also must be unique among
all identifiers from any given Industry Member. Each Industry Member
must make its own risk determination as to whether it believes it is
necessary to mask the entity identifier when using an entity identifier
to report the Firm Designated ID to CAT.
An example of the use of an entity identifier as a Firm Designated
ID would be when Industry Member 1 has an employee that is a registered
representative that has discretion over several client accounts held at
Industry Member 1. The registered representative places an order that
he will later allocate to individual client accounts. At the time the
order is placed, the trading system only knows it involves a
representative of Industry Member 1 and it does not have a specific
trading account that could be used for Firm Designated ID reporting.
Therefore, Industry Member 1 could report IM1, its entity identifier,
as the FDID with the new order.
In accordance with the FDID Amendment, the Exchange proposes to
amend the definition of ``Firm Designated ID'' in Rule 4.5(r) to permit
the use of an entity identifier as a Firm Designated ID as described
above. Specifically, the Exchange proposes to amend the definition of a
``Firm Designated ID'' in Rule 4.5(r) to state that a Firm Designated
ID means, in relevant part, ``a unique and persistent entity identifier
when an employee of an Industry Member is exercising discretion over
multiple client accounts and creates an aggregated order for which a
trading account number of the Industry Member is not available at the
time of order origination.''
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\6\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \7\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, 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. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \8\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
\8\ Id.
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In particular, the Exchange believes that this proposal is
consistent with the Act because it is consistent with, and implements,
a recent amendment to the CAT NMS Plan, and is designed to assist the
Exchange and its Industry Members in meeting regulatory obligations
pursuant to the Plan. In approving the Plan, the Commission noted that
the Plan ``is necessary and appropriate in the public interest, for the
protection of investors and the maintenance of fair and orderly
markets, to remove impediments to, and perfect the mechanism of a
national market system, or is otherwise in furtherance of the purposes
of the Act.'' \9\ To the extent that this proposal implements the Plan,
and applies specific requirements to Industry Members, the Exchange
believes that this proposal furthers the objectives of the Plan, as
identified by the Commission, and is therefore consistent with the Act.
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\9\ See Securities Exchange Act Release No. 79318 (November 15,
2016), 81 FR 84696, 84697 (November 23, 2016).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed rule changes are consistent with a recent amendment to the CAT
NMS Plan, and are designed to assist the Exchange in meeting its
regulatory obligations pursuant to the Plan. The Exchange also notes
that the FDID Amendment will apply equally to all Industry Members that
trade NMS Securities and OTC Equity Securities. In addition, all
national securities exchanges and FINRA are proposing this amendment to
their Compliance Rules. Therefore, this is not a competitive rule
filing, and, therefore, it does not impose a burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \10\ and Rule 19b-4(f)(6) thereunder.\11\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
[[Page 48035]]
of the Act \12\ and Rule 19b-4(f)(6)(iii) thereunder.\13\
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\10\ 15 U.S.C. 78s(b)(3)(A)(iii).
\11\ 17 CFR 240.19b-4(f)(6).
\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \14\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\15\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative by July 31, 2020. The Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the public interest because it implements an amendment
to the CAT NMS Plan approved by the Commission.\16\ Accordingly, the
Commission hereby waives the 30-day operative delay and designates the
proposal operative as of July 31, 2020.\17\
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\14\ 17 CFR 240.19b-4(f)(6).
\15\ 17 CFR 240.19b-4(f)(6)(iii).
\16\ See Securities Exchange Act Release No. 89397 (July 24,
2020) (Federal Register publication pending).
\17\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of this proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeEDGA-2020-022 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-CboeEDGA-2020-022. 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 (https://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-CboeEDGA-2020-022 and should be
submitted on or before August 28, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-17240 Filed 8-6-20; 8:45 am]
BILLING CODE 8011-01-P
