Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Certificate of Formation, 79250-79251 [2020-26994]
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79250
Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–26992 Filed 12–8–20; 8:45 am]
BILLING CODE 8011–01–P
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
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90562; File No. SR–
PEARL–2020–29]
Self-Regulatory Organizations; MIAX
PEARL, LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the
Exchange’s Certificate of Formation
December 3, 2020.
Pursuant to the provisions of 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 November 24, 2020, MIAX PEARL,
LLC (‘‘MIAX PEARL’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) a 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
The Exchange is filing a proposal to
amend the Exchange’s Amended and
Restated Certificate of Formation (the
‘‘Certificate of Formation’’).
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxoptions.com/rulefilings/pearl at MIAX PEARL’s principal
office, and at the Commission’s Public
Reference Room.
jbell on DSKJLSW7X2PROD with NOTICES
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
10 17
CFR 200.30–3(a)(57).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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The Exchange proposes to amend the
Certificate of Formation to make several
corrective edits and clarifying changes.
On February 11, 2016, the Exchange
executed the original Certificate of
Formation. On October 28, 2020, the
Exchange filed its proposal to amend
the Certificate of Formation, among
other corporate documents, to make
several non-substantive, administrative
and clarifying changes.3 The Initial
Proposal included changes to the title of
the Certificate of Formation to be
amended to be titled the ‘‘Amended and
Restated Certificate of Formation of
MIAX PEARL, LLC.’’ On November 10,
2020, the Commission published for
comment the Initial Proposal, which
granted the Exchange’s request for
waiver of the 30-day operative delay.4
The Exchange now proposes to amend
the title of the Certificate of Formation
to delete the words ‘‘Amended and’’ in
order to accurately reflect the amended
document that was filed with the
Secretary of State for the State of
Delaware, titled the ‘‘Restated
Certificate of Formation of MIAX
PEARL, LLC.’’ 5 The Exchange also
proposes to amend the second sentence
in the first paragraph of the Certificate
of Formation to delete the words
‘‘amending and’’ in order to clarify that
the amended document is the ‘‘Restated
Certificate of Formation of MIAX
PEARL, LLC.’’ With the proposed
changes, the first paragraph of the
Certificate of Formation is as follows:
This filing has been executed and filed in
accordance with Section 18–208 of the
Limited Liability Company Act. This
document is being executed for the purpose
of restating the original Certificate of
Formation, filed on February 11, 2016, under
file number: 5880323.
The purpose of the proposed changes
to the Certificate of Formation are to
ensure that the Exchange’s Certificate of
3 See Securities Exchange Act Release No. 90394
(November 10, 2020) (SR–PEARL–2020–23) (Notice
of Filing and Immediate Effectiveness of a Proposed
Rule Change to Amend the Exchange’s Certificate
of Formation, Amended and Restated Limited
Liability Company Agreement, and the By-Laws)
(the ‘‘Initial Proposal’’).
4 See id.
5 The Certificate of Formation is available the
Exchange’s website, at https://
www.miaxoptions.com/sites/default/files/pagefiles/MIAX_PEARL_Restated_Certificate_of_
Formation_11122020.pdf.
PO 00000
Frm 00089
Fmt 4703
Sfmt 4703
Formation accurately reflects the correct
filed document in order to reduce
potential investor or market participant
confusion.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with 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.
The Exchange believes that the
proposed changes to the Certificate of
Formation are designed to prevent
fraudulent and manipulative acts and
practices, promote just and equitable
principles of trade, foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, protect
investors and the public interest. The
Exchange believes that the proposed
changes are non-substantive, corrective
edits and clarifying changes and will
reduce potential investor or market
participant confusion regarding the
Exchange’s Certificate of Formation.
Further, the Exchange believes the
proposed changes are not material and
will have no impact on the governance,
ownership, or operations of the
Exchange.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
6 15
7 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
8 Id.
E:\FR\FM\09DEN1.SGM
09DEN1
Federal Register / Vol. 85, No. 237 / Wednesday, December 9, 2020 / Notices
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange does not believe the proposed
rule change will impose any burden on
intra-market and inter-market
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act because the
proposed changes are not intended to
address competitive issues but rather
are corrective, non-substantive changes
that are concerned solely with
correcting the title of the Certificate of
Formation to reflect current, accurate
information.
proposed rule change operative upon
filing.13
At any time within 60 days of the
filing of the 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 shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
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–PEARL–2020–29, and
should be submitted on or before
December 30, 2020.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
J. Matthew DeLesDernier,
Assistant Secretary.
Electronic Comments
• 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–
PEARL–2020–29 on the subject line.
SECURITIES AND EXCHANGE
COMMISSION
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–PEARL–2020–29. 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
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–02736
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 9 and Rule 19b–
4(f)(6) thereunder.10
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 11 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 12
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has
requested that the Commission waive
the 30-day operative delay. As the
proposed rule change raises no novel
issues and merely corrects the title of
the Exchange’s Certificate of Formation,
the Commission believes that waiver of
the 30-day operative delay is consistent
with the protection of investors and the
public interest. Accordingly, the
Commission hereby waives the
operative delay and designates the
9 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its 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.
11 17 CFR 240.19b–4(f)(6).
12 17 CFR 240.19b–4(f)(6)(iii).
10 17
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79251
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16:16 Dec 08, 2020
Jkt 253001
13 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
[FR Doc. 2020–26994 Filed 12–8–20; 8:45 am]
BILLING CODE 8011–01–P
[SEC File No. 270–238, OMB Control No.
3235–0214]
Submission for OMB Review;
Comment Request
Extension:
Rule 17a–7
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501–3520), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
described below.
Rule 17a–7 (17 CFR 270.17a–7) (the
‘‘rule’’) under the Investment Company
Act of 1940 (15 U.S.C. 80a–1 et seq.)
(the ‘‘Act’’) is entitled ‘‘Exemption of
certain purchase or sale transactions
between an investment company and
certain affiliated persons thereof.’’ It
provides an exemption from section
17(a) of the Act for purchases and sales
of securities between registered
investment companies (‘‘funds’’), that
are affiliated persons (‘‘first-tier
affiliates’’) or affiliated persons of
affiliated persons (‘‘second-tier
affiliates’’), or between a fund and a
first- or second-tier affiliate other than
another fund, when the affiliation arises
14 17
E:\FR\FM\09DEN1.SGM
CFR 200.30–3(a)(12).
09DEN1
]]>Agencies
[Federal Register Volume 85, Number 237 (Wednesday, December 9, 2020)]
[Notices]
[Pages 79250-79251]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-26994]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-90562; File No. SR-PEARL-2020-29]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Certificate of Formation
December 3, 2020.
Pursuant to the provisions of 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 November 24, 2020, MIAX PEARL, LLC (``MIAX
PEARL'' or the ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'') a 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing a proposal to amend the Exchange's Amended
and Restated Certificate of Formation (the ``Certificate of
Formation'').
The text of the proposed rule change is available on the Exchange's
website at https://www.miaxoptions.com/rule-filings/pearl at MIAX
PEARL's principal office, 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 Exchange proposes to amend the Certificate of Formation to make
several corrective edits and clarifying changes. On February 11, 2016,
the Exchange executed the original Certificate of Formation. On October
28, 2020, the Exchange filed its proposal to amend the Certificate of
Formation, among other corporate documents, to make several non-
substantive, administrative and clarifying changes.\3\ The Initial
Proposal included changes to the title of the Certificate of Formation
to be amended to be titled the ``Amended and Restated Certificate of
Formation of MIAX PEARL, LLC.'' On November 10, 2020, the Commission
published for comment the Initial Proposal, which granted the
Exchange's request for waiver of the 30-day operative delay.\4\
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 90394 (November 10,
2020) (SR-PEARL-2020-23) (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Amend the Exchange's
Certificate of Formation, Amended and Restated Limited Liability
Company Agreement, and the By-Laws) (the ``Initial Proposal'').
\4\ See id.
---------------------------------------------------------------------------
The Exchange now proposes to amend the title of the Certificate of
Formation to delete the words ``Amended and'' in order to accurately
reflect the amended document that was filed with the Secretary of State
for the State of Delaware, titled the ``Restated Certificate of
Formation of MIAX PEARL, LLC.'' \5\ The Exchange also proposes to amend
the second sentence in the first paragraph of the Certificate of
Formation to delete the words ``amending and'' in order to clarify that
the amended document is the ``Restated Certificate of Formation of MIAX
PEARL, LLC.'' With the proposed changes, the first paragraph of the
Certificate of Formation is as follows:
---------------------------------------------------------------------------
\5\ The Certificate of Formation is available the Exchange's
website, at https://www.miaxoptions.com/sites/default/files/page-files/MIAX_PEARL_Restated_Certificate_of_Formation_11122020.pdf.
This filing has been executed and filed in accordance with
Section 18-208 of the Limited Liability Company Act. This document
is being executed for the purpose of restating the original
Certificate of Formation, filed on February 11, 2016, under file
---------------------------------------------------------------------------
number: 5880323.
The purpose of the proposed changes to the Certificate of Formation
are to ensure that the Exchange's Certificate of Formation accurately
reflects the correct filed document in order to reduce potential
investor or market participant confusion.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
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.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
\8\ Id.
---------------------------------------------------------------------------
The Exchange believes that the proposed changes to the Certificate
of Formation are designed to prevent fraudulent and manipulative acts
and practices, promote just and equitable principles of trade, foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, protect investors and the public interest. The
Exchange believes that the proposed changes are non-substantive,
corrective edits and clarifying changes and will reduce potential
investor or market participant confusion regarding the Exchange's
Certificate of Formation. Further, the Exchange believes the proposed
changes are not material and will have no impact on the governance,
ownership, or operations of the Exchange.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose
[[Page 79251]]
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange does not believe
the proposed rule change will impose any burden on intra-market and
inter-market competition that is not necessary or appropriate in
furtherance of the purposes of the Act because the proposed changes are
not intended to address competitive issues but rather are corrective,
non-substantive changes that are concerned solely with correcting the
title of the Certificate of Formation to reflect current, accurate
information.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its 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.
---------------------------------------------------------------------------
A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay. As
the proposed rule change raises no novel issues and merely corrects the
title of the Exchange's Certificate of Formation, the Commission
believes that waiver of the 30-day operative delay is consistent with
the protection of investors and the public interest. Accordingly, the
Commission hereby waives the operative delay and designates the
proposed rule change operative upon filing.\13\
---------------------------------------------------------------------------
\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the 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 shall 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-PEARL-2020-29 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-PEARL-2020-29. 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-PEARL-2020-29, and should be submitted
on or before December 30, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-26994 Filed 12-8-20; 8:45 am]
BILLING CODE 8011-01-P
