Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Eliminate the Listings Standards Provided for in Chapter XIV of the Exchange's Rulebook, 58848-58851 [2022-20949]

Download as PDF 58848 Federal Register / Vol. 87, No. 187 / Wednesday, September 28, 2022 / Notices 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 such 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–2022–40 and should be submitted on or before October 19, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.33 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2022–20952 Filed 9–27–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–95859; File No. SR– CboeEDGX–2022–040] Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Eliminate the Listings Standards Provided for in Chapter XIV of the Exchange’s Rulebook September 22, 2022. lotter on DSK11XQN23PROD with NOTICES1 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on September 9, 2022, Cboe EDGX Exchange, Inc. filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe EDGX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGX’’) is filing with the Securities and Exchange Commission (‘‘Commission’’) a proposed amendment to eliminate the listings standards provided for in 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 33 VerDate Sep<11>2014 18:06 Sep 27, 2022 Jkt 256001 Chapter XIV of the Exchange Rulebook as the Exchange is not a listing venue.3 The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ options/regulation/rule_filings/edgx/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose As part of this proposal, the Exchange proposes to (1) adopt a new definition for Derivative Security, move the definition of unlisted trading privileges (‘‘UTP’’) Derivative Security 4 from Rule 14.1(c) to Exchange Rule 1.5(gg), and amend Rule 3.21 to reference proposed Rule 1.5(gg); (2) eliminate listing standards and any references to Exchange listed securities from Chapter XIV (Securities Traded) and Rules 3.7, 11.2, and 13.6; (3) amend Rule 14.1(a) to provide for NMS stocks rather than equity securities and amend the Exchange’s additional rules applicable to UTP Derivative Securities as provided in Rule 14.1(c)(1)–(6); and (4) amend Rule 14.10 to make ministerial changes to update paragraph numbering. As discussed in further detail below, all of the proposed changes are substantially similar to other exchange rules. 3 As noted in a recent filing, the Exchange represented that it planned to submit a proposal to amend its applicable Rules set forth in Chapter XIV in order to reflect that the Exchange does not currently list any securities, nor does it intend to list any securities, in the foreseeable future. Accordingly, the Exchange is now proposing to amend its Rules. See Securities Exchange Act No. 89020 (June 4, 2020) 85 FR 35482 (June 10, 2020) (SR–CboeEDGX–2020–026). 4 See Rule 14.1(c) and proposed Rule 1.5(gg). PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 (1) Proposal To Define Derivative Security in Exchange Rule 1.5(ff) and Add the Definition of UTP Derivative Security to Re-Lettered Exchange Rule 1.5(gg) The Exchange proposes to define ‘‘Derivative Security’’ in proposed Rule 1.5(ff) and amend existing Rule 1.5(gg) to add the definition of ‘‘UTP Derivative Security’’. ‘‘Derivative Security’’ would be a new definition and would mean a security that meets the definition of ‘‘new derivative securities product’’ in Rule 19b–4(e) under the Act. ‘‘UTP Derivative Security’’ would refer to any one of a list of Derivative Securities that trades on the Exchange pursuant to unlisted trading privileges. The list of proposed Derivative Securities that may meet the definition of UTP Derivative Security are as follows: Equity Linked Notes; Index Fund Shares listed pursuant to Cboe BZX Exchange, Inc. (‘‘BZX’’) Rule 14.11(c) or Nasdaq Stock Market LLC (‘‘Nasdaq’’) Rule 5705(b) and Investment Company Units listed pursuant to NYSE Arca, Inc. (‘‘NYSE Arca’’) Rule 5.2–E(j)(3); Index-Linked Exchangeable Notes; Equity Gold Shares; Equity Index-Linked Securities; Commodity-Linked Securities; Currency-Linked Securities; Fixed Income Index-Linked Securities; Futures-Linked Securities; Multifactor Index-Linked Securities; Trust Certificates; Currency and Index Warrants; Portfolio Depository Receipts; Trust Issued Receipts; CommodityBased Trust Shares; Currency Trust Shares; Commodity Index Trust Shares; Commodity Futures Trust Shares; Partnership Units; Paired Trust Shares; Trust Units; Managed Fund Shares; Managed Trust Securities; Managed Portfolio Shares; Tracking Fund Shares listed pursuant to BZX Exchange Rule 14.11(m), Active Proxy Portfolio Shares listed pursuant to NYSE Arca Rule 8.601–E, and Proxy Portfolio Shares listed pursuant to Nasdaq Stock Market LLC Rule 5750; Selected Equity-linked Debt Securities (‘‘SEEDS’’); ExchangeTraded Fund Shares; and Contingent Value Rights (‘‘CVRs’’).5 The proposed definition of UTP Security and UTP Derivative Security is substantially similar to BZX Rule 1.5(ee), except that the list of Derivative Securities that may be UTP Derivative Securities includes CVRs. Further, the proposal is substantially similar to NYSE National, Inc. (‘‘NYSE National’’) Rule 1.1(m), but the list of Derivative Securities that may be UTP Derivative Securities includes 5 For inclusiveness, all Derivative Securities that are subject to unlisted trading privileges have been identified in the list of proposed UTP Derivative Securities. E:\FR\FM\28SEN1.SGM 28SEN1 Federal Register / Vol. 87, No. 187 / Wednesday, September 28, 2022 / Notices lotter on DSK11XQN23PROD with NOTICES1 three additional Derivative Securities, SEEDS, Exchange-Traded Fund Shares, and CVRs. While SEEDS and ExchangeTraded Fund Shares are not included in NYSE National Rule 1.1(m), they are Derivative Securities set forth not only in BZX Exchange Rules 14.11(e)(12) and 14.11(l), respectively, but also in section 5700 of the Nasdaq Rules. Further, while CVRs are not currently provided for in NYSE National Rule 1.1(m) or BZX Rule 1.5(ee), CVRs meet the definition of ‘‘new derivative securities product’’ in Rule 19b–4(e) under the Act and also may currently be traded on the Exchange pursuant to existing EDGX Rule 14.1(a). The Exchange also proposes to reletter existing Rules 1.5(ff) through (ii) to allow for the addition of proposed Rule 1.5(ff). Further, the Exchange proposes to amend Rule 3.21 to reference the proposed definition of UTP Derivative Securities in Rule 1.5(gg). (2) Proposal To Eliminate Listings Standards for UTP Derivative Securities Unlike its affiliate exchange BZX, the Exchange is not a listing venue and thus trades securities on a UTP basis only. Nonetheless, currently Chapter XIV of the Exchange’s Rulebook provides for listing standards for Derivative Securities that are generally based on BZX Rule 14.11. Exchange Rule 14.1 also provides that the Exchange will not list an equity security, and that the provisions of Rules 14.2 through 14.9,6 and Rules 14.11 through 14.13 that permit such listing of an equity security are not effective until the Exchange files a proposed rule change under Section 19(b)(2) under the Exchange Act to amend its rules to comply with Rules 10A–3 and 10C–1 under the Exchange Act and to incorporate qualitative listing criteria, and such proposed rule change is approved by the Commission. Given that the Exchange does not list securities, the Exchange believes it is not necessary for the Exchange to have listings rules for Derivative Securities. Therefore, the Exchange proposes to eliminate Exchange Rules 14.2 through 14.9 and 14.11 through 14.13, which set forth the initial and continued listing rules for certain Derivative Securities. Exchange Rule 14.1 establishes the Exchange’s authority to trade securities on a UTP Basis. Based on the proposed amendment to eliminate Derivative Security listings standards, the Exchange also proposes to amend Rule 14.1(a) to eliminate any references to the 6 Exchange Rule 14.10 sets forth the requirements for securities issued by the Exchange or its affiliates. VerDate Sep<11>2014 18:06 Sep 27, 2022 Jkt 256001 listing of securities on the Exchange. Additionally, the Exchange proposes to eliminate the definition of Equity Security from Rule 14.1 and to instead reference NMS Stock, as defined in Rule 4.5(cc). Lastly, based on the above proposals, the Exchange proposes to eliminate any reference to products listed on the Exchange as provided in Rules 3.7, 11.2, and 13.6. (3) Proposal To Amend the Exchange’s Additional Rules Applicable to UTP Derivative Securities Existing Rule 14.1(c) defines UTP Derivative Security. However, as the Exchange proposes to redefine such term in Rule 1.5(gg), it proposes to eliminate the definition from Rule 14.1(c). Existing Rule 14.1(c) also provides that a UTP Derivative Security is subject to additional rules, as set forth in subparagraphs (1) through (6). Now, the Exchange proposes to modify certain of those subparagraphs. First, the Exchange proposes to eliminate existing Rule 14.1(c)(1), which provides that the Exchange shall file with the Commission a Form 19b–4(e) with respect to each UTP Derivative Security. The Exchange believes that it should not be necessary to file a Form 19b–4(e) with the Commission if it begins trading a UTP Derivative Security because Rule 19b–4(e) under the Act refers to the ‘‘listing and trading’’ of a ‘‘new derivative securities product’’. The Exchange believes that the requirements of Rule 19b–4(e) refer to when an exchange lists and trades a Derivative Security, and not when an exchange seeks only to trade such product on a UTP basis pursuant to Rule 12f–2 under the Act.7 The proposal is substantially identical to rule amendments made by other exchanges.8 The Exchange also proposes to replace the term ‘‘new derivative securities product’’ with the term Derivative Security in order to provide for consistent nomenclature in Exchange Rules. The proposed change is not a substantive change as the proposed definition of Derivative Security is equivalent to the definition of ‘‘new derivative securities product’’ under Rule 19b–4(e) under the Exchange Act, as set forth in proposed Rule 1.5(ff). The Exchange proposes to add additional explanatory language to paragraph (c)(4) that states nothing in 7 17 CFR 240.12f–2. Securities Exchange Act Nos. 83289 (May 17, 2018) 83 FR 23968 (May 23, 2018) (SR– NYSENAT–2018–02); 84546 (November 7, 2018) 83 FR 56888 (November 14, 2018) (SR–BX–2018–051); and 92015 (May 25, 2021) 86 FR 29305 (June 1, 2021) (SR–CboeBZX–2021–041). 8 See PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 58849 the Rule will limit the power of the Exchange under the Rules or procedures of the Exchange with respect to the Exchange’s ability to suspend trading in any securities if such suspension is necessary for the protection of investors or in the public interest. The proposed text is substantively identical to that included in NYSE National Rule 5.1(a)(2)(C) and BZX Rule 14.11(j)(3). Further, the proposed text reinforces existing Exchange Rule 11.16(d). The Exchange proposes to modify paragraphs (c)(5) and (c)(6) to harmonize the text with the Exchange’s affiliate, Cboe BYX Exchange, Inc. (‘‘BYX’’), Rules 14.1(c)(5) and (c)(6), respectively. Specifically, in Rule 14.1(c)(5) the Exchange proposes to make ministerial changes to the Rule to conform to BYX Rule 14.1(c)(5). In Rule 14.1(c)(6), the Exchange proposes to modify the language so that it states that the Exchange shall enter into a comprehensive surveillance sharing agreement with markets trading components of the index or portfolio on which the UTP Derivative Security is based to the same extent as the listing exchange’s rules require the listing exchange to enter into a comprehensive surveillance sharing agreement with such markets, which will conform to BYX Rule 14.1(c)(6). Lastly, based on the proposal to eliminate Rule 14.1(c)(1), the Exchange proposes to renumber existing paragraphs (c)(2) through (c)(6) accordingly. (4) Proposal To Amend Rule 14.10 Finally, the Exchange is proposing to renumber Rule 14.10 to Rule 14.2 in order to reflect the elimination of Rule 14.2 through Rule 14.9 that the Exchange is proposing to delete as part of this proposal. 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.9 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 10 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 9 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 10 15 E:\FR\FM\28SEN1.SGM 28SEN1 lotter on DSK11XQN23PROD with NOTICES1 58850 Federal Register / Vol. 87, No. 187 / Wednesday, September 28, 2022 / Notices 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. The Exchange also believes the proposed rule change is consistent with Section 6(b)(1) of the Act, which provides that the Exchange be organized and have the capacity to be able to carry out the purposes of the Act and to enforce compliance by the Exchange’s Members and persons associated with its Members with the Act, the rules and regulations thereunder, and the rules of the Exchange.11 In particular, the Exchange believes the proposed definitions of Derivative Security and UTP Derivative Security are reasonable as the proposed substantive changes are substantially similar to other exchanges’ rules. Specifically, the proposed definition of Derivative Security in Rule 1.5(ff) is substantially similar to the definition of Exchange Traded Product provided for in NYSE National Rule 1.1(m), except that it better conforms to the defined term ‘‘new derivative securities product’’ of Rule 19b–4(e) under the Act. The proposed definition of UTP Derivative Security is substantially similar to BZX Rule 1.5(ee), except that the list of Derivative Securities that may be UTP Derivative Securities includes CVRs. Further, the proposal is substantially similar to NYSE National Rule 1.1(m), but the list of Derivative Securities that may be UTP Derivative Securities includes three additional Derivative Securities, SEEDS, ExchangeTraded Fund Shares, and CVRs. While SEEDS and Exchange-Traded Fund Shares are not included in NYSE National Rule 1.1(m), they are Derivative Securities set forth not only in Exchange Rules 14.11(e)(12) and 14.11(l), respectively, but also in section 5700 of the Nasdaq Rules. Further, while CVRs are not currently provided for in NYSE National Rule 1.1(m) or BZX Rule 1.5(ee), CVRs meet the definition of ‘‘new derivative securities product’’ in Rule 19b–4(e) under the Act and also may currently be traded on the Exchange pursuant to existing EDGX Rule 14.1(a) on a UTP basis. The Exchange believes that its proposal to remove listings standards from Chapter XIV of the Exchange’s Rulebook and references elsewhere in the Exchange’s Rulebook will eliminate potential investor confusion as the Exchange is not a listing venue. Given this, the Exchange believes the removal of such rules from Chapter XIV and reference to such listings standards in 11 15 U.S.C. 78f(b)(1). VerDate Sep<11>2014 18:06 Sep 27, 2022 Rules 3.7, 11.2, and 13.6 will simplify and clarify the Exchange’s Rulebook. Further, as proposed, Chapter XIV is substantially similar to Chapter 5 of the NYSE National rulebook. The Exchange’s proposal to eliminate the definition of Equity Security from Rule 14.1 and to instead reference NMS Stock as defined in Rule 4.5(cc) will add consistency and clarity to the Exchange’s rulebook. Eliminating the requirement to file a Form 19b–4(e) for each Derivative Security is consistent with the Act because the regulatory requirement was not intended to apply in the context of Derivative Securities trading on a UTP basis. Moreover, the proposal to eliminate Rule 14.1(c)(1) will provide for a more efficient process for adding Derivative Securities to trading on the Exchange on a UTP basis. The Exchange also notes that the proposal is substantially identical to other exchange rules.12 The Exchange believes that its proposal to amend Rule 14.1(c)(2), which eliminates redundant language and uses the defined term Derivative Security in lieu of the term ‘‘new derivatives securities product’’, to amend Rule 14.1(c)(3) to substantially conform to NYSE National Rule 5.1(a)(2)(C) (trading halts), to modify Rule 14.1(c)(5) and (c)(6) to conform to BYX Rule 14.1(c)(5) and (c)(6), respectively, and to renumber existing paragraphs 14.1(c)(2)–(c)(6) based on its proposal to eliminate Rule 14.1(c)(1), will clarify and simplify the Exchange’s Rulebook as well as provide consistency in the Exchange’s Rules. Lastly, the Exchange believes its proposed renumber of Rule 14.10 to Rule 14.2 is appropriate in order to reflect the elimination of Rule 14.2 through Rule 14.9 that the Exchange is proposing to delete as part of this proposal. In light of the above proposals, the Exchange has also proposed to make corresponding changes to Rules 1.5, 3.7, 3.21, 11.2, 13.6 to renumber or re-letter certain paragraphs or subparagraphs of the Rule, eliminate any reference to Exchange listing rules in Chapter XIV, and update applicable rule references. The proposal is intended to simplify and clarify the Exchange’s Rules as they relate to UTP Derivative Securities and to reflect that EDGX is not a listing venue which the Exchange believes will 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. The Exchange believes 12 See Jkt 256001 PO 00000 supra note 8. Frm 00087 Fmt 4703 Sfmt 4703 that renumbering and re-lettering current Rules to correspond to the proposed changes will allow the Exchange to maintain a clear and organized rule structure, thus preventing investor confusion. For these reasons, the Exchange believes the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Allowing the Exchange to make the above proposed modifications will clarify that the Exchange is not a listing venue by eliminating listing standards and any references to Exchange listed securities Further, the proposed rule change will harmonize certain Exchange Rules with those of other exchanges, including the Exchange’s affiliate BZX, which will simplify and clarify the Exchange’s rulebook and promote consistency and transparency on both the Exchange and its affiliated exchanges, thus making the Exchange’s rules easier to navigate. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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)(iii) of the Act 13 and subparagraph (f)(6) of Rule 19b–4 thereunder.14 A proposed rule change filed under Rule 19b–4(f)(6) 15 normally does not become operative prior to 30 days after 13 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires the Exchange 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. 15 17 CFR 240.19b–4(f)(6). 14 17 E:\FR\FM\28SEN1.SGM 28SEN1 Federal Register / Vol. 87, No. 187 / Wednesday, September 28, 2022 / Notices the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),16 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay to allow the Exchange to implement the proposal as soon as possible. The Exchange states that the proposed changes are based on rules of other exchanges and that waiver would allow Members to benefit immediately from the clarified and simplified provisions. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest because the proposal does not raise any new or novel issues. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.17 At any time within 60 days of the filing of such 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: lotter on DSK11XQN23PROD with NOTICES1 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– CboeEDGX–2022–040 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–CboeEDGX–2022–040. This file number should be included on the subject line if email is used. To help the 16 17 CFR 240.19b–4(f)(6)(iii). 17 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 18:06 Sep 27, 2022 Jkt 256001 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–CboeEDGX–2022–040 and should be submitted on or before October 19, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–20949 Filed 9–27–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–95869; File No. SR– NYSENAT–2022–20] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE National Schedule of Fees and Rebates September 22, 2022. 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 September 14, 2022, NYSE National, Inc. (‘‘NYSE National’’ or the 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 58851 ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. 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 its Schedule of Fees and Rebates (‘‘Fee Schedule’’) to modify the requirements to qualify for Adding Tier 1. The Exchange proposes to implement the rule change on September 14, 2022. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, 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 self-regulatory organization 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 those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its Fee Schedule to modify the requirements to qualify for Adding Tier 1. The proposed changes respond to the current competitive environment where order flow providers have a choice of where to direct liquidity-providing and liquidity-removing orders by offering further incentives for ETP Holders to send additional adding liquidity to the Exchange. The Exchange proposes to implement the rule change on September 14, 2022.3 3 The Exchange originally filed to amend the Fee Schedule on September 1, 2022 (SR–NYSENAT– 2022–18). On September 12, 2022, SR–NYSENAT– 2022–18 was withdrawn and replaced by SR– NYSENAT–2022–19. On September 14, SR– Continued E:\FR\FM\28SEN1.SGM 28SEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 87, Number 187 (Wednesday, September 28, 2022)]
[Notices]
[Pages 58848-58851]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-20949]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95859; File No. SR-CboeEDGX-2022-040]


Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Eliminate the Listings Standards Provided for in Chapter XIV of the 
Exchange's Rulebook

September 22, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 9, 2022, Cboe EDGX Exchange, Inc. filed with the 
Securities and Exchange Commission (the ``Commission'') the proposed 
rule change as described in Items I and II below, which Items have been 
prepared by the self-regulatory organization. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') is filing 
with the Securities and Exchange Commission (``Commission'') a proposed 
amendment to eliminate the listings standards provided for in Chapter 
XIV of the Exchange Rulebook as the Exchange is not a listing venue.\3\ 
The text of the proposed rule change is provided in Exhibit 5.
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    \3\ As noted in a recent filing, the Exchange represented that 
it planned to submit a proposal to amend its applicable Rules set 
forth in Chapter XIV in order to reflect that the Exchange does not 
currently list any securities, nor does it intend to list any 
securities, in the foreseeable future. Accordingly, the Exchange is 
now proposing to amend its Rules. See Securities Exchange Act No. 
89020 (June 4, 2020) 85 FR 35482 (June 10, 2020) (SR-CboeEDGX-2020-
026).
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    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/options/regulation/rule_filings/edgx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    As part of this proposal, the Exchange proposes to (1) adopt a new 
definition for Derivative Security, move the definition of unlisted 
trading privileges (``UTP'') Derivative Security \4\ from Rule 14.1(c) 
to Exchange Rule 1.5(gg), and amend Rule 3.21 to reference proposed 
Rule 1.5(gg); (2) eliminate listing standards and any references to 
Exchange listed securities from Chapter XIV (Securities Traded) and 
Rules 3.7, 11.2, and 13.6; (3) amend Rule 14.1(a) to provide for NMS 
stocks rather than equity securities and amend the Exchange's 
additional rules applicable to UTP Derivative Securities as provided in 
Rule 14.1(c)(1)-(6); and (4) amend Rule 14.10 to make ministerial 
changes to update paragraph numbering. As discussed in further detail 
below, all of the proposed changes are substantially similar to other 
exchange rules.
---------------------------------------------------------------------------

    \4\ See Rule 14.1(c) and proposed Rule 1.5(gg).
---------------------------------------------------------------------------

(1) Proposal To Define Derivative Security in Exchange Rule 1.5(ff) and 
Add the Definition of UTP Derivative Security to Re-Lettered Exchange 
Rule 1.5(gg)
    The Exchange proposes to define ``Derivative Security'' in proposed 
Rule 1.5(ff) and amend existing Rule 1.5(gg) to add the definition of 
``UTP Derivative Security''. ``Derivative Security'' would be a new 
definition and would mean a security that meets the definition of ``new 
derivative securities product'' in Rule 19b-4(e) under the Act. ``UTP 
Derivative Security'' would refer to any one of a list of Derivative 
Securities that trades on the Exchange pursuant to unlisted trading 
privileges. The list of proposed Derivative Securities that may meet 
the definition of UTP Derivative Security are as follows: Equity Linked 
Notes; Index Fund Shares listed pursuant to Cboe BZX Exchange, Inc. 
(``BZX'') Rule 14.11(c) or Nasdaq Stock Market LLC (``Nasdaq'') Rule 
5705(b) and Investment Company Units listed pursuant to NYSE Arca, Inc. 
(``NYSE Arca'') Rule 5.2-E(j)(3); Index-Linked Exchangeable Notes; 
Equity Gold Shares; Equity Index-Linked Securities; Commodity-Linked 
Securities; Currency-Linked Securities; Fixed Income Index-Linked 
Securities; Futures-Linked Securities; Multifactor Index-Linked 
Securities; Trust Certificates; Currency and Index Warrants; Portfolio 
Depository Receipts; Trust Issued Receipts; Commodity-Based Trust 
Shares; Currency Trust Shares; Commodity Index Trust Shares; Commodity 
Futures Trust Shares; Partnership Units; Paired Trust Shares; Trust 
Units; Managed Fund Shares; Managed Trust Securities; Managed Portfolio 
Shares; Tracking Fund Shares listed pursuant to BZX Exchange Rule 
14.11(m), Active Proxy Portfolio Shares listed pursuant to NYSE Arca 
Rule 8.601-E, and Proxy Portfolio Shares listed pursuant to Nasdaq 
Stock Market LLC Rule 5750; Selected Equity-linked Debt Securities 
(``SEEDS''); Exchange-Traded Fund Shares; and Contingent Value Rights 
(``CVRs'').\5\ The proposed definition of UTP Security and UTP 
Derivative Security is substantially similar to BZX Rule 1.5(ee), 
except that the list of Derivative Securities that may be UTP 
Derivative Securities includes CVRs. Further, the proposal is 
substantially similar to NYSE National, Inc. (``NYSE National'') Rule 
1.1(m), but the list of Derivative Securities that may be UTP 
Derivative Securities includes

[[Page 58849]]

three additional Derivative Securities, SEEDS, Exchange-Traded Fund 
Shares, and CVRs. While SEEDS and Exchange-Traded Fund Shares are not 
included in NYSE National Rule 1.1(m), they are Derivative Securities 
set forth not only in BZX Exchange Rules 14.11(e)(12) and 14.11(l), 
respectively, but also in section 5700 of the Nasdaq Rules. Further, 
while CVRs are not currently provided for in NYSE National Rule 1.1(m) 
or BZX Rule 1.5(ee), CVRs meet the definition of ``new derivative 
securities product'' in Rule 19b-4(e) under the Act and also may 
currently be traded on the Exchange pursuant to existing EDGX Rule 
14.1(a).
---------------------------------------------------------------------------

    \5\ For inclusiveness, all Derivative Securities that are 
subject to unlisted trading privileges have been identified in the 
list of proposed UTP Derivative Securities.
---------------------------------------------------------------------------

    The Exchange also proposes to re-letter existing Rules 1.5(ff) 
through (ii) to allow for the addition of proposed Rule 1.5(ff). 
Further, the Exchange proposes to amend Rule 3.21 to reference the 
proposed definition of UTP Derivative Securities in Rule 1.5(gg).
(2) Proposal To Eliminate Listings Standards for UTP Derivative 
Securities
    Unlike its affiliate exchange BZX, the Exchange is not a listing 
venue and thus trades securities on a UTP basis only. Nonetheless, 
currently Chapter XIV of the Exchange's Rulebook provides for listing 
standards for Derivative Securities that are generally based on BZX 
Rule 14.11. Exchange Rule 14.1 also provides that the Exchange will not 
list an equity security, and that the provisions of Rules 14.2 through 
14.9,\6\ and Rules 14.11 through 14.13 that permit such listing of an 
equity security are not effective until the Exchange files a proposed 
rule change under Section 19(b)(2) under the Exchange Act to amend its 
rules to comply with Rules 10A-3 and 10C-1 under the Exchange Act and 
to incorporate qualitative listing criteria, and such proposed rule 
change is approved by the Commission. Given that the Exchange does not 
list securities, the Exchange believes it is not necessary for the 
Exchange to have listings rules for Derivative Securities. Therefore, 
the Exchange proposes to eliminate Exchange Rules 14.2 through 14.9 and 
14.11 through 14.13, which set forth the initial and continued listing 
rules for certain Derivative Securities.
---------------------------------------------------------------------------

    \6\ Exchange Rule 14.10 sets forth the requirements for 
securities issued by the Exchange or its affiliates.
---------------------------------------------------------------------------

    Exchange Rule 14.1 establishes the Exchange's authority to trade 
securities on a UTP Basis. Based on the proposed amendment to eliminate 
Derivative Security listings standards, the Exchange also proposes to 
amend Rule 14.1(a) to eliminate any references to the listing of 
securities on the Exchange. Additionally, the Exchange proposes to 
eliminate the definition of Equity Security from Rule 14.1 and to 
instead reference NMS Stock, as defined in Rule 4.5(cc). Lastly, based 
on the above proposals, the Exchange proposes to eliminate any 
reference to products listed on the Exchange as provided in Rules 3.7, 
11.2, and 13.6.
(3) Proposal To Amend the Exchange's Additional Rules Applicable to UTP 
Derivative Securities
    Existing Rule 14.1(c) defines UTP Derivative Security. However, as 
the Exchange proposes to redefine such term in Rule 1.5(gg), it 
proposes to eliminate the definition from Rule 14.1(c). Existing Rule 
14.1(c) also provides that a UTP Derivative Security is subject to 
additional rules, as set forth in subparagraphs (1) through (6). Now, 
the Exchange proposes to modify certain of those subparagraphs.
    First, the Exchange proposes to eliminate existing Rule 14.1(c)(1), 
which provides that the Exchange shall file with the Commission a Form 
19b-4(e) with respect to each UTP Derivative Security. The Exchange 
believes that it should not be necessary to file a Form 19b-4(e) with 
the Commission if it begins trading a UTP Derivative Security because 
Rule 19b-4(e) under the Act refers to the ``listing and trading'' of a 
``new derivative securities product''. The Exchange believes that the 
requirements of Rule 19b-4(e) refer to when an exchange lists and 
trades a Derivative Security, and not when an exchange seeks only to 
trade such product on a UTP basis pursuant to Rule 12f-2 under the 
Act.\7\ The proposal is substantially identical to rule amendments made 
by other exchanges.\8\
---------------------------------------------------------------------------

    \7\ 17 CFR 240.12f-2.
    \8\ See Securities Exchange Act Nos. 83289 (May 17, 2018) 83 FR 
23968 (May 23, 2018) (SR-NYSENAT-2018-02); 84546 (November 7, 2018) 
83 FR 56888 (November 14, 2018) (SR-BX-2018-051); and 92015 (May 25, 
2021) 86 FR 29305 (June 1, 2021) (SR-CboeBZX-2021-041).
---------------------------------------------------------------------------

    The Exchange also proposes to replace the term ``new derivative 
securities product'' with the term Derivative Security in order to 
provide for consistent nomenclature in Exchange Rules. The proposed 
change is not a substantive change as the proposed definition of 
Derivative Security is equivalent to the definition of ``new derivative 
securities product'' under Rule 19b-4(e) under the Exchange Act, as set 
forth in proposed Rule 1.5(ff).
    The Exchange proposes to add additional explanatory language to 
paragraph (c)(4) that states nothing in the Rule will limit the power 
of the Exchange under the Rules or procedures of the Exchange with 
respect to the Exchange's ability to suspend trading in any securities 
if such suspension is necessary for the protection of investors or in 
the public interest. The proposed text is substantively identical to 
that included in NYSE National Rule 5.1(a)(2)(C) and BZX Rule 
14.11(j)(3). Further, the proposed text reinforces existing Exchange 
Rule 11.16(d).
    The Exchange proposes to modify paragraphs (c)(5) and (c)(6) to 
harmonize the text with the Exchange's affiliate, Cboe BYX Exchange, 
Inc. (``BYX''), Rules 14.1(c)(5) and (c)(6), respectively. 
Specifically, in Rule 14.1(c)(5) the Exchange proposes to make 
ministerial changes to the Rule to conform to BYX Rule 14.1(c)(5). In 
Rule 14.1(c)(6), the Exchange proposes to modify the language so that 
it states that the Exchange shall enter into a comprehensive 
surveillance sharing agreement with markets trading components of the 
index or portfolio on which the UTP Derivative Security is based to the 
same extent as the listing exchange's rules require the listing 
exchange to enter into a comprehensive surveillance sharing agreement 
with such markets, which will conform to BYX Rule 14.1(c)(6).
    Lastly, based on the proposal to eliminate Rule 14.1(c)(1), the 
Exchange proposes to renumber existing paragraphs (c)(2) through (c)(6) 
accordingly.
(4) Proposal To Amend Rule 14.10
    Finally, the Exchange is proposing to renumber Rule 14.10 to Rule 
14.2 in order to reflect the elimination of Rule 14.2 through Rule 14.9 
that the Exchange is proposing to delete as part of this proposal.
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.\9\ Specifically, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \10\ 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

[[Page 58850]]

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. The Exchange also believes 
the proposed rule change is consistent with Section 6(b)(1) of the Act, 
which provides that the Exchange be organized and have the capacity to 
be able to carry out the purposes of the Act and to enforce compliance 
by the Exchange's Members and persons associated with its Members with 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange.\11\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    In particular, the Exchange believes the proposed definitions of 
Derivative Security and UTP Derivative Security are reasonable as the 
proposed substantive changes are substantially similar to other 
exchanges' rules. Specifically, the proposed definition of Derivative 
Security in Rule 1.5(ff) is substantially similar to the definition of 
Exchange Traded Product provided for in NYSE National Rule 1.1(m), 
except that it better conforms to the defined term ``new derivative 
securities product'' of Rule 19b-4(e) under the Act. The proposed 
definition of UTP Derivative Security is substantially similar to BZX 
Rule 1.5(ee), except that the list of Derivative Securities that may be 
UTP Derivative Securities includes CVRs. Further, the proposal is 
substantially similar to NYSE National Rule 1.1(m), but the list of 
Derivative Securities that may be UTP Derivative Securities includes 
three additional Derivative Securities, SEEDS, Exchange-Traded Fund 
Shares, and CVRs. While SEEDS and Exchange-Traded Fund Shares are not 
included in NYSE National Rule 1.1(m), they are Derivative Securities 
set forth not only in Exchange Rules 14.11(e)(12) and 14.11(l), 
respectively, but also in section 5700 of the Nasdaq Rules. Further, 
while CVRs are not currently provided for in NYSE National Rule 1.1(m) 
or BZX Rule 1.5(ee), CVRs meet the definition of ``new derivative 
securities product'' in Rule 19b-4(e) under the Act and also may 
currently be traded on the Exchange pursuant to existing EDGX Rule 
14.1(a) on a UTP basis.
    The Exchange believes that its proposal to remove listings 
standards from Chapter XIV of the Exchange's Rulebook and references 
elsewhere in the Exchange's Rulebook will eliminate potential investor 
confusion as the Exchange is not a listing venue. Given this, the 
Exchange believes the removal of such rules from Chapter XIV and 
reference to such listings standards in Rules 3.7, 11.2, and 13.6 will 
simplify and clarify the Exchange's Rulebook. Further, as proposed, 
Chapter XIV is substantially similar to Chapter 5 of the NYSE National 
rulebook.
    The Exchange's proposal to eliminate the definition of Equity 
Security from Rule 14.1 and to instead reference NMS Stock as defined 
in Rule 4.5(cc) will add consistency and clarity to the Exchange's 
rulebook.
    Eliminating the requirement to file a Form 19b-4(e) for each 
Derivative Security is consistent with the Act because the regulatory 
requirement was not intended to apply in the context of Derivative 
Securities trading on a UTP basis. Moreover, the proposal to eliminate 
Rule 14.1(c)(1) will provide for a more efficient process for adding 
Derivative Securities to trading on the Exchange on a UTP basis. The 
Exchange also notes that the proposal is substantially identical to 
other exchange rules.\12\
---------------------------------------------------------------------------

    \12\ See supra note 8.
---------------------------------------------------------------------------

    The Exchange believes that its proposal to amend Rule 14.1(c)(2), 
which eliminates redundant language and uses the defined term 
Derivative Security in lieu of the term ``new derivatives securities 
product'', to amend Rule 14.1(c)(3) to substantially conform to NYSE 
National Rule 5.1(a)(2)(C) (trading halts), to modify Rule 14.1(c)(5) 
and (c)(6) to conform to BYX Rule 14.1(c)(5) and (c)(6), respectively, 
and to renumber existing paragraphs 14.1(c)(2)-(c)(6) based on its 
proposal to eliminate Rule 14.1(c)(1), will clarify and simplify the 
Exchange's Rulebook as well as provide consistency in the Exchange's 
Rules.
    Lastly, the Exchange believes its proposed renumber of Rule 14.10 
to Rule 14.2 is appropriate in order to reflect the elimination of Rule 
14.2 through Rule 14.9 that the Exchange is proposing to delete as part 
of this proposal.
    In light of the above proposals, the Exchange has also proposed to 
make corresponding changes to Rules 1.5, 3.7, 3.21, 11.2, 13.6 to 
renumber or re-letter certain paragraphs or subparagraphs of the Rule, 
eliminate any reference to Exchange listing rules in Chapter XIV, and 
update applicable rule references.
    The proposal is intended to simplify and clarify the Exchange's 
Rules as they relate to UTP Derivative Securities and to reflect that 
EDGX is not a listing venue which the Exchange believes will 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. The Exchange believes that renumbering and re-
lettering current Rules to correspond to the proposed changes will 
allow the Exchange to maintain a clear and organized rule structure, 
thus preventing investor confusion. For these reasons, the Exchange 
believes the proposed rule change is consistent with the requirements 
of Section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. Allowing the Exchange to 
make the above proposed modifications will clarify that the Exchange is 
not a listing venue by eliminating listing standards and any references 
to Exchange listed securities Further, the proposed rule change will 
harmonize certain Exchange Rules with those of other exchanges, 
including the Exchange's affiliate BZX, which will simplify and clarify 
the Exchange's rulebook and promote consistency and transparency on 
both the Exchange and its affiliated exchanges, thus making the 
Exchange's rules easier to navigate.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    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)(iii) of the Act \13\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\14\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires the Exchange 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 under Rule 19b-4(f)(6) \15\ normally 
does not become operative prior to 30 days after

[[Page 58851]]

the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii),\16\ 
the Commission may designate a shorter time if such action is 
consistent with the protection of investors and the public interest. 
The Exchange has asked the Commission to waive the 30-day operative 
delay to allow the Exchange to implement the proposal as soon as 
possible. The Exchange states that the proposed changes are based on 
rules of other exchanges and that waiver would allow Members to benefit 
immediately from the clarified and simplified provisions. The 
Commission believes that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because the proposal does not raise any new or novel issues. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposal operative upon filing.\17\
---------------------------------------------------------------------------

    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
    \17\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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-CboeEDGX-2022-040 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-CboeEDGX-2022-040. 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-CboeEDGX-2022-040 
and should be submitted on or before October 19, 2022.
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-20949 Filed 9-27-22; 8:45 am]
BILLING CODE 8011-01-P

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