Self-Regulatory Organizations; MIAX Emerald, LLC: Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Rulebook and Fee Schedule To Reflect a Rebranding of the Exchange's Affiliate, MIAX PEARL, LLC (“MIAX Pearl”), 24680-24682 [2021-09644]
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Federal Register / Vol. 86, No. 87 / Friday, May 7, 2021 / Notices
administration of the self-regulatory
organization.
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
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 rule-comments@
sec.gov. Please include File Number SR–
MIAX–2021–14 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–MIAX–2021–14. 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.
VerDate Sep<11>2014
19:55 May 06, 2021
Jkt 253001
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–MIAX–2021–14 and should
be submitted on or before May 28, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–09645 Filed 5–6–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91742; File No. SR–
EMERALD–2021–17]
Self-Regulatory Organizations; MIAX
Emerald, LLC: Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the
Exchange’s Rulebook and Fee
Schedule To Reflect a Rebranding of
the Exchange’s Affiliate, MIAX PEARL,
LLC (‘‘MIAX Pearl’’)
May 3, 2021.
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 April 22,
2021, MIAX Emerald, LLC (‘‘MIAX
Emerald’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
as described in Items I, II, and III 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 proposes to amend the
Exchange’s Rulebook and Fee Schedule
to reflect a rebranding of the Exchange’s
affiliate, MIAX PEARL, LLC (‘‘MIAX
Pearl’’).
The Exchange has designated the
proposed rule change as one being
concerned solely with the
administration of the Exchange
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(3)
thereunder,4 which renders the proposal
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(3).
1 15
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Fmt 4703
Sfmt 4703
effective upon filing with the
Commission.
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxoptions.com/rulefilings/emerald at MIAX Emerald’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
Exchange’s Rulebook 5 and Fee
Schedule 6 as part of a non-substantive
marketing effort to rebrand the
Exchange’s affiliate, MIAX Pearl.
Pursuant to this proposal, the Exchange
proposes to rebrand references to its
affiliate’s name, from the fullycapitalized words ‘‘MIAX PEARL’’ to
now be ‘‘MIAX Pearl,’’ throughout the
Exchange’s Rulebook and the Fee
Schedule.7 The Exchange’s affiliate does
not propose to amend references to the
legal entity’s name, ‘‘MIAX PEARL,
LLC,’’ and the rebranded term ‘‘MIAX
Pearl’’ will represent the same entity as
its legal name, ‘‘MIAX PEARL.’’
Specifically, with the proposed
rebranding, references in the Exchange’s
Rulebook and Fee Schedule to ‘‘MIAX
PEARL’’ will be rebranded to ‘‘MIAX
Pearl.’’
5 See MIAX Emerald Rulebook, as of Apr. 13,
2021, available at: https://www.miaxoptions.com/
sites/default/files/page-files/MIAX_Emerald_
Exchange_Rules_04132021.pdf.
6 See MIAX Emerald Fee Schedule, as of Apr. 5,
2021, available at: https://www.miaxoptions.com/
sites/default/files/fee_schedule-files/MIAX_
Emerald_Fee_Schedule_04052021.pdf.
7 All references to the MIAX Pearl’s legal name
will remain ‘‘MIAX PEARL, LLC.’’ This includes
references to ‘‘MIAX PEARL, LLC’’ in Exchange
Rule 100 for the definition of ‘‘MIAX PEARL,’’ and
in the Exchange’s Fee Schedule, Definitions, for the
definition of ‘‘MIAX PEARL.’’ For marketing
purposes throughout the Rulebook and Fee
Schedule, MIAX Pearl will otherwise be referred to
as ‘‘MIAX Pearl.’’
E:\FR\FM\07MYN1.SGM
07MYN1
Federal Register / Vol. 86, No. 87 / Friday, May 7, 2021 / Notices
The rebranding of references to
‘‘MIAX PEARL’’ to now be to ‘‘MIAX
Pearl’’ consists of non-substantive
changes due to a recent rebranding
effort conducted by the Exchange, as
well as its affiliates, MIAX Pearl and
Miami International Securities
Exchange, LLC (‘‘MIAX’’). The Exchange
proposes to implement the rebranding
changes for marketing purposes. With
the rebranding changes, the term ‘‘MIAX
Pearl’’ will be consistent with how the
Exchange, MIAX Emerald, is named
(i.e., ‘‘MIAX Emerald’’). The Exchange
notes that no changes to the ownership
or structure of the MIAX Pearl have
taken place and that the term ‘‘MIAX
Pearl’’ will represent the same entity as
the legal entity’s name, ‘‘MIAX PEARL.’’
In lieu of providing a copy of the
marked changes, the Exchange
represents that it will make the
necessary non-substantive revisions to
the Exchange’s Rulebook and the Fee
Schedule and post updated versions of
each on the Exchange’s website
pursuant to Rule 19b–4(m)(2).8
Additionally, the Exchange’s affiliate,
MIAX, intends to file a similar proposal
to rebrand its Rulebook and Fee
Schedule to amend references to ‘‘MIAX
PEARL’’ to now be ‘‘MIAX Pearl,’’
which will reflect the same rebranding
changes described herein.
The Exchange notes that this filing is
based on a similar proposal recently
filed by MIAX Pearl to amend MIAX
Pearl’s Rulebook and Fee Schedules to
reflect these same rebranding efforts.9
2. Statutory Basis
The Exchange believes that its
proposed rule change is consistent with
Section 6(b) of the Act 10 in general, and
furthers the objectives of Section 6(b)(5)
of the Act 11 in particular, in that it is
designed to prevent fraudulent and
manipulative acts and practices,
promotes just and equitable principles
of trade, fosters cooperation and
coordination with persons engaged in
facilitating transactions in securities,
removes impediments to and perfects
the mechanisms of a free and open
market and a national market system
and, in general, protects investors and
the public interest because the proposal
will eliminate potential confusion on
the part of market participants using the
products and services of the Exchange
in light of the corporate rebranding that
CFR 240.19b–4(m)(2).
Securities Exchange Act Release No. 91537
(March 30, 2021), 86 FR 20216 (April 16, 2021)
(Notice of Filing and Immediate Effectiveness of
File No. SR–PEARL–2021–08).
10 15 U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(5).
the Exchange and its affiliates, MIAX
Pearl and MIAX, have undergone.
The Exchange also believes that the
proposed rule change is consistent with
Section 6(b)(1) of the Act 12 in that it
aims to continue to ensure that the
Exchange has the capacity to carry out
the purposes of the Act and to enforce
compliance by its Members 13 with the
provisions of the Act as well as the rules
and regulations thereunder. The
Exchange proposes to amend the
Rulebook and the Fee Schedule to
rebrand references to ‘‘MIAX PEARL’’ to
now be ‘‘MIAX Pearl.’’ The proposed
rebrand consists of non-substantive
changes to the Rulebook and the Fee
Schedule of the Exchange so that its
affiliate’s name, ‘‘MIAX Pearl,’’ is
consistent with its name, ‘‘MIAX
Emerald,’’ as part of a broader marketing
effort by the Exchange and its affiliates,
MIAX Pearl and MIAX. Therefore, the
Exchange believes that the rebrand will
protect investors and the public interest
by eliminating confusion that may exist
because of differences in the other
naming conventions of MIAX Pearl. No
changes to the ownership or structure of
MIAX Pearl have taken place. The
Exchange notes that the term ‘‘MIAX
Pearl’’ will represent the same entity as
‘‘MIAX PEARL.’’ The Exchange notes
that its affiliate, MIAX, will file a
similar proposal to amend its Rulebook
and Fee Schedule to rebrand references
to ‘‘MIAX PEARL’’ to now be to ‘‘MIAX
Pearl,’’ to provide uniformity among the
Exchange, MIAX Pearl and MIAX, to
avoid potential confusion by market
participants.
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 does not believe the proposal
will impose any burden on intra-market
competition because the proposed rule
change is not a competitive filing but
rather is designed to effectuate the
Exchange’s rebranding of references to
‘‘MIAX PEARL’’ to now be ‘‘MIAX
Pearl,’’ as part of a corporate rebranding
and marketing strategy. The proposed
changes to the Exchange’s Rulebook and
Fee Schedule will help provide clarity
and uniformity to avoid potential
confusion on the part of market
participants because the rebrand of
8 17
9 See
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19:55 May 06, 2021
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12 15
U.S.C. 78f(b)(1).
term ‘‘Member’’ means an individual or
organization approved to exercise the trading rights
associated with a Trading Permit. Members are
deemed ‘‘members’’ under the Exchange Act. See
Exchange Rule 100.
13 The
PO 00000
Frm 00100
Fmt 4703
Sfmt 4703
24681
‘‘MIAX Pearl’’ is part of a broader
rebranding and marketing effort by the
Exchange and its affiliates, MIAX Pearl
and MIAX. In addition, the Exchange
does not believe the proposal will
impose any burden on inter-market
competition as the proposal does not
address any competitive issues and is
intended to protect investors by
providing further transparency
regarding the Exchange’s Rulebook and
Fee Schedule.
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
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 14 and Rule 19b–4(f)(3) 15
thereunder, in that the proposed rule
change is concerned solely with the
administration of the self-regulatory
organization.
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
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 rule-comments@
sec.gov. Please include File Number SR–
EMERALD–2021–17 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.
14 15
15 17
E:\FR\FM\07MYN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
07MYN1
24682
Federal Register / Vol. 86, No. 87 / Friday, May 7, 2021 / Notices
All submissions should refer to File
Number SR–EMERALD–2021–17. 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–EMERALD–2021–17 and
should be submitted on or before May
28, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–09644 Filed 5–6–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34263; File No. 812–15111]
Trinity Capital, Inc.
May 3, 2021.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 6(c) of the Investment
Company Act of 1940 (the ‘‘Act’’) for an
exemption from sections 23(a), 23(b)
and 63 of the Act; under sections
16 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
19:55 May 06, 2021
Jkt 253001
57(a)(4) and 57(i) of the Act and rule
17d–1 under the Act permitting certain
joint transactions otherwise prohibited
by section 57(a)(4) of the Act; and under
section 23(c)(3) of the Act for an
exemption from section 23(c) of the Act.
SUMMARY OF THE APPLICATION: Trinity
Capital, Inc. (‘‘Company’’ or
‘‘Applicant’’) requests an order that
would permit Applicant to (i) issue
restricted shares of its common stock
(‘‘Restricted Stock’’) as part of the
compensation package for its nonemployee directors (the ‘‘Non-Employee
Directors’’) 1 through its 2019 Company
Non-Employee Director Restricted Stock
Plan (the ‘‘Non-Employee Director
Plan’’), (ii) issue Restricted Stock as part
of the compensation package for
Employee Participants, excluding the
Non-Employee Directors, through its
2019 Company Long Term Incentive
Plan (the ‘‘Long Term Incentive Plan’’),
(iii) withhold shares of the Applicant’s
common stock or purchase shares of
Applicant’s common stock from
Employee Participants to satisfy tax
withholding obligations relating to the
vesting of Restricted Stock or the
exercise of options to purchase shares of
Applicant’s common stock (‘‘Options’’)
that will be granted pursuant to the
Long Term Incentive Plan 2 and (iv)
permit Employee Participants to pay the
exercise price of Options that will be
granted to them pursuant to the Long
Term Incentive Plan with shares of
Applicant’s common stock.
APPLICANT: Trinity Capital, Inc.
FILING DATES: The application was filed
on March 19, 2020, and amended on
July 29, 2020, January 6, 2021, and April
29, 2021.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicant
with a copy of the request, personally or
by mail. Hearing requests should be
received by the Commission by 5:30
p.m. on May 24, 2021, and should be
accompanied by proof of service on
applicant, in the form of an affidavit or,
for lawyers, a certificate of service.
Pursuant to rule 0–5 under the Act,
hearing requests should state the nature
1 Employees, officers and employee directors,
together the ‘‘Employee Participants’’ and each an
‘‘Employee Participant.’’ The Employee Participants
and the Non-Employee Directors, together the
‘‘Participants’’ and each, a ‘‘Participant.’’
2 No relief is sought in the application for the
grant of Options to Non-Employee Directors
because Options will not be granted pursuant to the
Non-Employee Director Plan.
PO 00000
Frm 00101
Fmt 4703
Sfmt 4703
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicant:
Steven L. Brown, Chief Executive
Officer, Trinity Capital, Inc., 3075 West
Ray Road, Suite 525, Chandler, Arizona
85226, sstanton@
trincapinvestment.com.
FOR FURTHER INFORMATION CONTACT:
Stephan N. Packs, Senior Counsel, at
(202) 551–6853, or David J. Marcinkus,
Branch Chief, at (202) 551–6825,
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for the applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicant’s Representations
1. The Company is an internally
managed, non-diversified, closed-end
investment company that has elected to
be regulated as a business development
company (‘‘BDC’’) under the Act.
Applicant provides debt, and to a lesser
extent equipment lease financing, to
growth stage companies. Applicant’s
investment objective is to generate
current income and, to a lesser extent,
capital appreciation. Applicant is a
Maryland corporation that was formed
in August 2019. Applicant had
26,415,275 shares of Common Stock
outstanding as of April 26, 2021.
Applicant’s common stock is listed on
the Nasdaq Global Select Market under
the symbol TRIN. As of December 31,
2020, Applicant had 34 employees and
Applicant’s total assets were
$559,708,000.
2. Applicant currently has a fivemember board of directors (the ‘‘Board’’)
of whom three are Non-Employee
Directors and non-interested persons of
Applicant within the meaning of section
2(a)(19).
3. Applicant believes that, because the
market for superior investment
professionals is highly competitive,
Applicant’s successful performance
depends on its ability to offer fair
compensation packages to its
professionals that are competitive with
those offered by other investment
management businesses. Applicant
E:\FR\FM\07MYN1.SGM
07MYN1
]]>Agencies
[Federal Register Volume 86, Number 87 (Friday, May 7, 2021)]
[Notices]
[Pages 24680-24682]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-09644]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91742; File No. SR-EMERALD-2021-17]
Self-Regulatory Organizations; MIAX Emerald, LLC: Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Exchange's Rulebook and Fee Schedule To Reflect a Rebranding of the
Exchange's Affiliate, MIAX PEARL, LLC (``MIAX Pearl'')
May 3, 2021.
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 April 22, 2021, MIAX Emerald, LLC (``MIAX Emerald'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') a
proposed rule change as described in Items I, II, and III 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 proposes to amend the Exchange's Rulebook and Fee
Schedule to reflect a rebranding of the Exchange's affiliate, MIAX
PEARL, LLC (``MIAX Pearl'').
The Exchange has designated the proposed rule change as one being
concerned solely with the administration of the Exchange pursuant to
Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(3)
thereunder,\4\ which renders the proposal effective upon filing with
the Commission.
---------------------------------------------------------------------------
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
The text of the proposed rule change is available on the Exchange's
website at https://www.miaxoptions.com/rule-filings/emerald at MIAX
Emerald'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 Exchange's Rulebook \5\ and Fee
Schedule \6\ as part of a non-substantive marketing effort to rebrand
the Exchange's affiliate, MIAX Pearl. Pursuant to this proposal, the
Exchange proposes to rebrand references to its affiliate's name, from
the fully-capitalized words ``MIAX PEARL'' to now be ``MIAX Pearl,''
throughout the Exchange's Rulebook and the Fee Schedule.\7\ The
Exchange's affiliate does not propose to amend references to the legal
entity's name, ``MIAX PEARL, LLC,'' and the rebranded term ``MIAX
Pearl'' will represent the same entity as its legal name, ``MIAX
PEARL.''
---------------------------------------------------------------------------
\5\ See MIAX Emerald Rulebook, as of Apr. 13, 2021, available
at: https://www.miaxoptions.com/sites/default/files/page-files/MIAX_Emerald_Exchange_Rules_04132021.pdf.
\6\ See MIAX Emerald Fee Schedule, as of Apr. 5, 2021, available
at: https://www.miaxoptions.com/sites/default/files/fee_schedule-files/MIAX_Emerald_Fee_Schedule_04052021.pdf.
\7\ All references to the MIAX Pearl's legal name will remain
``MIAX PEARL, LLC.'' This includes references to ``MIAX PEARL, LLC''
in Exchange Rule 100 for the definition of ``MIAX PEARL,'' and in
the Exchange's Fee Schedule, Definitions, for the definition of
``MIAX PEARL.'' For marketing purposes throughout the Rulebook and
Fee Schedule, MIAX Pearl will otherwise be referred to as ``MIAX
Pearl.''
---------------------------------------------------------------------------
Specifically, with the proposed rebranding, references in the
Exchange's Rulebook and Fee Schedule to ``MIAX PEARL'' will be
rebranded to ``MIAX Pearl.''
[[Page 24681]]
The rebranding of references to ``MIAX PEARL'' to now be to ``MIAX
Pearl'' consists of non-substantive changes due to a recent rebranding
effort conducted by the Exchange, as well as its affiliates, MIAX Pearl
and Miami International Securities Exchange, LLC (``MIAX''). The
Exchange proposes to implement the rebranding changes for marketing
purposes. With the rebranding changes, the term ``MIAX Pearl'' will be
consistent with how the Exchange, MIAX Emerald, is named (i.e., ``MIAX
Emerald''). The Exchange notes that no changes to the ownership or
structure of the MIAX Pearl have taken place and that the term ``MIAX
Pearl'' will represent the same entity as the legal entity's name,
``MIAX PEARL.'' In lieu of providing a copy of the marked changes, the
Exchange represents that it will make the necessary non-substantive
revisions to the Exchange's Rulebook and the Fee Schedule and post
updated versions of each on the Exchange's website pursuant to Rule
19b-4(m)(2).\8\
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\8\ 17 CFR 240.19b-4(m)(2).
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Additionally, the Exchange's affiliate, MIAX, intends to file a
similar proposal to rebrand its Rulebook and Fee Schedule to amend
references to ``MIAX PEARL'' to now be ``MIAX Pearl,'' which will
reflect the same rebranding changes described herein.
The Exchange notes that this filing is based on a similar proposal
recently filed by MIAX Pearl to amend MIAX Pearl's Rulebook and Fee
Schedules to reflect these same rebranding efforts.\9\
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\9\ See Securities Exchange Act Release No. 91537 (March 30,
2021), 86 FR 20216 (April 16, 2021) (Notice of Filing and Immediate
Effectiveness of File No. SR-PEARL-2021-08).
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2. Statutory Basis
The Exchange believes that its proposed rule change is consistent
with Section 6(b) of the Act \10\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \11\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
promotes just and equitable principles of trade, fosters cooperation
and coordination with persons engaged in facilitating transactions in
securities, removes impediments to and perfects the mechanisms of a
free and open market and a national market system and, in general,
protects investors and the public interest because the proposal will
eliminate potential confusion on the part of market participants using
the products and services of the Exchange in light of the corporate
rebranding that the Exchange and its affiliates, MIAX Pearl and MIAX,
have undergone.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
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The Exchange also believes that the proposed rule change is
consistent with Section 6(b)(1) of the Act \12\ in that it aims to
continue to ensure that the Exchange has the capacity to carry out the
purposes of the Act and to enforce compliance by its Members \13\ with
the provisions of the Act as well as the rules and regulations
thereunder. The Exchange proposes to amend the Rulebook and the Fee
Schedule to rebrand references to ``MIAX PEARL'' to now be ``MIAX
Pearl.'' The proposed rebrand consists of non-substantive changes to
the Rulebook and the Fee Schedule of the Exchange so that its
affiliate's name, ``MIAX Pearl,'' is consistent with its name, ``MIAX
Emerald,'' as part of a broader marketing effort by the Exchange and
its affiliates, MIAX Pearl and MIAX. Therefore, the Exchange believes
that the rebrand will protect investors and the public interest by
eliminating confusion that may exist because of differences in the
other naming conventions of MIAX Pearl. No changes to the ownership or
structure of MIAX Pearl have taken place. The Exchange notes that the
term ``MIAX Pearl'' will represent the same entity as ``MIAX PEARL.''
The Exchange notes that its affiliate, MIAX, will file a similar
proposal to amend its Rulebook and Fee Schedule to rebrand references
to ``MIAX PEARL'' to now be to ``MIAX Pearl,'' to provide uniformity
among the Exchange, MIAX Pearl and MIAX, to avoid potential confusion
by market participants.
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\12\ 15 U.S.C. 78f(b)(1).
\13\ The term ``Member'' means an individual or organization
approved to exercise the trading rights associated with a Trading
Permit. Members are deemed ``members'' under the Exchange Act. See
Exchange Rule 100.
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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 does not
believe the proposal will impose any burden on intra-market competition
because the proposed rule change is not a competitive filing but rather
is designed to effectuate the Exchange's rebranding of references to
``MIAX PEARL'' to now be ``MIAX Pearl,'' as part of a corporate
rebranding and marketing strategy. The proposed changes to the
Exchange's Rulebook and Fee Schedule will help provide clarity and
uniformity to avoid potential confusion on the part of market
participants because the rebrand of ``MIAX Pearl'' is part of a broader
rebranding and marketing effort by the Exchange and its affiliates,
MIAX Pearl and MIAX. In addition, the Exchange does not believe the
proposal will impose any burden on inter-market competition as the
proposal does not address any competitive issues and is intended to
protect investors by providing further transparency regarding the
Exchange's Rulebook and Fee Schedule.
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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(3) \15\ thereunder, in
that the proposed rule change is concerned solely with the
administration of the self-regulatory organization.
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\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4(f)(3).
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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 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-EMERALD-2021-17 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.
[[Page 24682]]
All submissions should refer to File Number SR-EMERALD-2021-17. 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-EMERALD-2021-17 and should be submitted
on or before May 28, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-09644 Filed 5-6-21; 8:45 am]
BILLING CODE 8011-01-P
