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]

Download as PDF 24680 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 (http://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 (http://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 PO 00000 Frm 00099 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 http://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 VerDate Sep<11>2014 19:55 May 06, 2021 Jkt 253001 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 (http://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 (http://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 http:// 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]


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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 http://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\
---------------------------------------------------------------------------

    \8\ 17 CFR 240.19b-4(m)(2).
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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 (http://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 (http://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