Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Establish Common Criteria and Procedures for Halting and Resuming Trading in Equity Securities in the Event of Regulatory or Operational Issues, Reorganize the Text of the Current Relevant Rule, and Make Conforming Changes to Related Rules, 43159-43166 [2023-14206]
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Federal Register / Vol. 88, No. 128 / Thursday, July 6, 2023 / Notices
Pezzullo, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
PRA_Mailbox@sec.gov.
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–112, OMB Control No.
3235–0101]
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Submission for OMB Review;
Comment Request; Extension: Form
144—Notice of Proposed Sale of
Securities Pursuant to Rule 144 Under
the Securities Act of 1933
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collections of information
discussed below.
Form 144 (17 CFR 239.144) is used to
report the sale of securities during any
three-month period that exceeds 5,000
shares or other units and has an
aggregate sales price that does not
exceed $50,000. Under Sections
2(a)(11), 4(a)(1), 4(a)(2), 4(a)(4) and 19(a)
of the Securities Act of 1933 (15 U.S.C.
77b(a)(11), 77d(a)(1), 77d(a)(2), 77d(a)(4)
and 77s (a)) and Rule 144 (17 CFR
230.144) there under, the Commission is
authorized to solicit the information
required to be supplied by Form 144.
The objectives of the rule could not be
met if the information collection was
not required. The information collected
must be filed with the Commission and
is publicly available. Form 144 takes
approximately one burden hour per
response and is filed by 33,725
respondents for a total of 33,725 total
burden hours.
An agency may conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid control
number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice by August 7, 2023 to (i)
www.reginfo.gov/public/do/PRAMain
and (ii) David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
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17:07 Jul 05, 2023
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Dated: June 30, 2023.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2023–14240 Filed 7–5–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–323, OMB Control No.
3235–0362]
Submission for OMB Review;
Comment Request; Extension: Form
5—Annual Statement of Beneficial
Ownership
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Under Section 16(a) of the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
(15 U.S.C. 78a et seq.) every person who
is directly or indirectly the beneficial
owner of more than 10 percent of any
class of any equity security (other than
an exempted security) which registered
pursuant to Section 12 of the Exchange
Act, or who is a director or an officer of
the issuer of such security (collectively
‘‘reporting persons’’), must file
statements setting forth their security
holdings in the issuer with the
Commission. Form 5 (17 CFR 249.105)
is an annual statement of beneficial
ownership of securities. The
information disclosure provided on
Form 5 is mandatory. All information is
provided to the public for review. We
estimate that approximately 5,939
reporting persons file Form 5 annually
and we estimate that it takes
approximately one hour to prepare the
form for a total of 5,939 annual burden
hours.
An agency may conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid control
number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
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43159
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice by August 7, 2023 to (i)
www.reginfo.gov/public/do/PRAMain
and (ii) David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
PRA_Mailbox@sec.gov.
Dated: June 30, 2023.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2023–14239 Filed 7–5–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97824; File No. SR–MEMX–
2023–11]
Self-Regulatory Organizations; MEMX
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Establish Common Criteria
and Procedures for Halting and
Resuming Trading in Equity Securities
in the Event of Regulatory or
Operational Issues, Reorganize the
Text of the Current Relevant Rule, and
Make Conforming Changes to Related
Rules
June 29, 2023.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on June 23,
2023, MEMX LLC (‘‘MEMX’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the Exchange. The Exchange filed the
proposal as a ‘‘non-controversial’’
proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act 4 and
Rule 19b–4(f)(6) thereunder.5 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).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(3)(A)(iii).
5 17 CFR 240.19b–4(f)(6).
2 15
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Federal Register / Vol. 88, No. 128 / Thursday, July 6, 2023 / Notices
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing with the
Commission a proposed rule to establish
common criteria and procedures for
halting and resuming trading in equity
securities in the event of regulatory or
operational issues, reorganize the text of
the current relevant rule, and make
conforming changes to related rules.
The text of the proposed rule change is
provided in Exhibit 5.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and the
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 the
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
In conjunction with adoption of an
amended Nasdaq UTP Plan proposed by
its participants (‘‘Amended Nasdaq UTP
Plan’’),6 the Exchange is amending and
re-locating its current Rule 11.16 to
integrate several definitions and
concepts from the Amended Nasdaq
UTP Plan and to reorganize the rule in
light of the Exchange’s experience with
applying the rule as a national securities
exchange.7 The Exchange proposes to
6 On February 11, 2021, the Nasdaq UTP Plan
participants filed Amendment 50 to the Plan, to
revise provisions governing regulatory and
operational halts. See Letter from Robert Brooks,
Chairman, UTP Operating Committee, Nasdaq UTP
Plan, to Vanessa Countryman, Secretary, Securities
and Exchange Commission, dated February 11,
2021. The Nasdaq UTP Plan subsequently filed two
partial amendments to the 50th Amendment, on
March 31, 2021 and on April 7, 2021. The SEC
approved the amendments on May 28, 2021. See
Securities Exchange Act Release No. 34–92071
(May 28, 2021), 86 FR 29846 (June 3, 2021) (S7–24–
89). The Amended Nasdaq UTP Plan includes
provisions requiring participant self-regulatory
organizations (‘‘SROs’’) to honor a Regulatory Halt
declared by the Primary Listing Market. The
provisions in the Nasdaq UTP Plan, and the plan
for consolidation of data for non-Nasdaq-listed
securities, the Consolidated Tape System and
Consolidated Quotations System (collectively, the
‘‘CTA/CQS Plan’’), include provisions similar to the
changes proposed by the Exchange in this filing.
7 The Exchange notes that The Nasdaq Stock
Market, LLC (‘‘Nasdaq’’), filed a similar proposed
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replace Rule 11.16, entitled Trading
Halts Due to Extraordinary Market
Volatility, with two new rules, Rules
11.22 and 11.23. The rules set forth the
Exchange’s authority to halt trading
under various circumstances. The
Exchange is a participant of the
transaction reporting plan governing
Tape C Securities (‘‘Nasdaq UTP
Plan’’).8 As part of these changes, the
Exchange will amend categories of
regulatory and operational halts, adopt
defined terms from the Amended
Nasdaq UTP Plan and move current
Rule 11.16 into Rules 11.22 and 11.23
for clarity and organizational purposes.
Last, the Exchange is updating cross
references in other rules that are
affected by the proposed changes.
Background
The Exchange has been working with
other SROs to establish common criteria
and procedures for halting and
resuming trading in equity securities in
the event of regulatory or operational
issues. These common standards are
designed to ensure that events which
might impact multiple exchanges are
handled in a consistent manner that is
transparent. The Exchange believes that
implementation of these common
standards will assist the SROs in
maintaining fair and orderly markets.
Notwithstanding the development of
these common standards, the Exchange
will retain discretion in certain
instances as to whether and how to
handle halts, as is discussed below.
rule change with the Commission. See Securities
Exchange Act Release No. 94370 (March 7, 2022),
87 FR 14071 (March 11, 2022); Securities Exchange
Act Release No. 94838 (May 3, 2022), 87 FR 27683
(May 9, 2022). The Commission approved the
proposed rule change on June 8, 2022. See
Securities Exchange Act Release No. 95069 (June 8,
2022), 87 FR 36018 (June 14, 2022). The Exchange’s
proposal provides the Exchange with less authority
to declare halts in the event of regulatory or
operational issues than under Nasdaq’s proposal
because the Exchange, unlike Nasdaq, is not a
Primary Listing Market. Given the Exchange’s status
as a non-Primary Listing Market, certain definitions
and concepts from the Amended Nasdaq UTP Plan,
integrated in Nasdaq’s proposal, are not included
herein.
8 Each transaction reporting plan has a securities
information processor (‘‘SIP’’) responsible for
consolidation of information for the plan’s
securities, pursuant to Rule 603 of Regulation NMS.
The transaction reporting plan for Nasdaq-listed
securities is known as The Joint Self-Regulatory
Organization Plan Governing the Collection,
Consolidation and Dissemination of Quotation and
Transaction Information for Nasdaq-Listed
Securities Traded on Exchanges on an Unlisted
Trading Privilege Basis or the ‘‘Nasdaq UTP Plan.’’
Pursuant to the Nasdaq UTP Plan, the UTP SIP,
which is Nasdaq, consolidates order and trade data
from all markets trading Nasdaq-listed securities.
The Exchange uses the term ‘‘UTP SIP’’ herein
when referring specifically to the SIP responsible
for consolidation of information in Nasdaq-listed
securities.
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Every U.S.-listed equity security has
its primary listing on a specific stock
exchange that is responsible for a
number of regulatory functions.9 These
include confirming that the security
continues to meet the exchange’s listing
standards, monitoring trading in that
security and taking action to halt trading
in the security when necessary to
protect investors and to ensure a fair
and orderly market. While these core
responsibilities remain with the primary
listing venue, trading in the security can
occur on multiple exchanges that have
unlisted trading privileges for the
security 10 or in the over the-counter
market, regulated by the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’). The exchanges and FINRA
are responsible for monitoring activity
on the markets over which they have
oversight, but also must abide by the
regulatory decisions made by the
Primary Listing Market. For example, a
venue trading a security pursuant to
unlisted trading privileges must halt
trading in that security during a
Regulatory Halt, which is a defined term
under the proposed rules,11 and may
only trade the security once the Primary
Listing Market has cleared the security
to resume trading. While the Exchange
and the other SROs intend to harmonize
certain aspects of their trading halt
rules, other elements of the rules will
continue to be unique to each market.
The Exchange believes that this is
appropriate to reflect different products
listed or traded on each market. In
addition to establishing common criteria
and procedures for halting and
resuming trading in equity securities in
the event of regulatory or operational
issues, the Exchange is moving current
Rule 11.16 into Rules 11.22 and Rule
11.23 in order to reorganize the rule to
improve its overall clarity. The
Exchange is also making a handful of
non-substantive changes to rule text to
improve its clarity. The Exchange will
implement all of the changes proposed
herein in conjunction with other SROs
implementing the necessary rule
changes. The Exchange will publish a
trader alert at least 30 business days
9 The Exchange is proposing to adopt Primary
Listing Market as a new term, defined in Nasdaq
UTP Plan, Section X.A.8, as follows: ‘‘[T]he
national securities exchange on which an Eligible
Security is listed. If an Eligible Security is listed on
more than one national securities exchange,
Primary Listing Market means the exchange on
which the security has been listed the longest.’’
10 In addition, securities may be listed on more
than one listing exchange (‘‘dually listed’’). See,
e.g., The Nasdaq Stock Market, LLC Rules
5005(a)(11), 5220 and IM5220.
11 See proposed Rule 11.22(a)(9).
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prior to implementing the proposed
changes.
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Definitions
The Exchange proposes adding a
definitions section as Rule 11.22(a) to
consolidate the various definitions that
will be used in the Rules, some of which
are taken from the Amended Nasdaq
UTP Plan. The Exchange is adopting the
following terms from the Amended
Nasdaq UTP Plan: ‘‘Operating
Committee,’’ ‘‘Operational Halt,’’
‘‘Primary Listing Market,’’
‘‘Processor,’’ 12 ‘‘Regulatory Halt,’’
‘‘Regular Trading Hours,’’ ‘‘SIP Halt,’’
and ‘‘SIP Halt Resume Time.’’ The
Exchange is adopting a modified form of
the term ‘‘Extraordinary Market
Activity’’ from the Amended Nasdaq
UTP Plan, as described below. The
definitions of ‘‘UTP Exchange Traded
Product’’, ‘‘Pre-Market Session’’, and
‘‘Post-Market Session’’ are included in
the definitions section with cross
references to their current definitions in
the Exchange’s Rulebook.13 The
Exchange will add definitions of ‘‘Trust
Shares,’’ ‘‘Index Fund Shares,’’
‘‘Managed Fund Shares,’’ and ‘‘Trust
Issued Receipts’’, as subcategories to the
defined term ‘‘UTP Exchange Traded
Product’’, and those terms will have the
same meanings as those found currently
in the rules of at least one other
exchange.14
First, the Exchange proposes to add
the definition of ‘‘Primary Listing
Market’’ 15 to Rule 11.22(a), which will
have the same meaning as in the
Amended Nasdaq UTP Plan, Section
X.A.8. As is currently the case under the
Nasdaq UTP Plan, all Regulatory Halt
decisions are made by the market on
which the security has its primary
listing. This reflects the regulatory
12 The Exchange proposes to also define the term
‘‘SIP’’ to have the same meaning as the term
‘‘Processor’’ as set forth in the Amended Nasdaq
UTP Plan. Because the terms ‘‘Processor’’ and ‘‘SIP’’
are also used throughout the Rules, at times, to
apply to processors of information furnished
pursuant to the Consolidated Tape Association Plan
(‘‘CTA Plan’’), the term ‘‘Processor’’ may, in those
applicable circumstances, refer to the processor of
transactions in Tape A and B securities, as set forth
in the CTA Plan.
13 ‘‘UTP Exchange Traded Product’’, is currently
defined in Rule 1.5(kk). Post-Market Session is
defined in Rule 1.5(w). Pre-Market Session is
currently defined in Rule 1.5(x).
14 The Exchange notes that Nasdaq PHLX LLC
(‘‘PHLX’’), filed a similar proposed rule change with
the Commission. See Securities Exchange Act
Release No. 96574 (December 22, 2022), 87 FR
80213 (December 29, 2022) (the ‘‘PHLX Proposal’’).
Accordingly, the Exchange referenced PHLX’s
current and proposed relevant rules and notes that
the terms ‘‘Trust Shares,’’ ‘‘Index Fund Shares,’’
‘‘Managed Fund Shares,’’ and ‘‘Trust Issued
Receipts’’ are currently defined in Rule
3100(b)(1)(A)–(D) of PHLX’s rulebook.
15 See proposed Rule 11.22(a)(7).
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responsibility that the Primary Listing
Market has for fair and orderly trading
in the securities that list on its market
and its direct access to its listed
companies, which are required to advise
it of certain events and maintain lines
of communication with the Primary
Listing Market. The proposed definition
makes clear that if a security is listed on
more than one market (a dually-listed
security), the Primary Listing Market
means the exchange on which the
security has been listed the longest. This
provision matches language used in the
definition of ‘‘Primary Listing
Exchange’’ in the Limit-Up Limit-Down
Plan and will avoid conflict in the event
of dually-listed securities.
Second, the Exchange proposes to add
the definition of ‘‘Extraordinary Market
Activity’’ to Rule 11.22,16 which would
represent a modified version of the term
defined in the Amended Nasdaq UTP
Plan, Section X.A.1.17 Specifically, the
Exchange proposes to remove the
concept of a ‘‘market-wide basis’’ from
the Amended Nasdaq UTP Plan’s
definition of Extraordinary Market
Activity for purposes of the Exchange’s
Rules because the term ‘‘Extraordinary
Market Activity’’ would only be used in
the Exchange’s Rules as a basis for the
Exchange to initiate an Operational
Halt, which would only occur on the
market declaring the halt (i.e., the
Exchange).18 The current rule does not
proposed Rule 11.22(a)(2).
the Amended Nasdaq UTP Plan,
‘‘Extraordinary Market Activity’’ means a
disruption or malfunction of any electronic
quotation, communication, reporting, or execution
system operated by, or linked to, the Processor or
a Trading Center or a member of such Trading
Center that has a severe and continuing negative
impact, on a market-wide basis, on quoting, order,
or trading activity or on the availability of market
information necessary to maintain a fair and orderly
market. For purposes of this definition, a severe and
continuing negative impact on quoting, order, or
trading activity includes (i) a series of quotes,
orders, or transactions at prices substantially
unrelated to the current market for the security or
securities; (ii) duplicative or erroneous quoting,
order, trade reporting, or other related message
traffic between one or more Trading Centers or their
members; or (iii) the unavailability of quoting,
order, or transaction information for a sustained
period.
18 The Exchange proposes to define
‘‘Extraordinary Market Activity’’ to mean a
disruption or malfunction of any electronic
quotation, communication, reporting, or execution
system operated by, or linked to, the Processor or
a Trading Center or a member of such Trading
Center that has a severe and continuing negative
impact on quoting, order, or trading activity or on
the availability of market information necessary to
maintain a fair and orderly market. For purposes of
this definition, a severe and continuing negative
impact on quoting, order, or trading activity
includes (i) a series of quotes, orders, or
transactions at prices substantially unrelated to the
current market for the security or securities; (ii)
duplicative or erroneous quoting, order, trade
reporting, or other related message traffic between
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16 See
17 In
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43161
include a definition for Extraordinary
Market Activity. The third set of new
proposed definitions would be specific
to events involving the SIP. While the
Exchange recognizes that many events
involving the SIP would also meet the
definition of ‘‘Extraordinary Market
Activity’’ (as defined in the Amended
Nasdaq UTP Plan), the Exchange
believes that the critical role of the SIPs
in market infrastructure factors in favor
of additional guidance on how such
events will be handled. The definitions
of ‘‘SIP Halt Resume Time’’ and ‘‘SIP
Halt’’ are intended to provide additional
guidance to address this subset of
potential market issues.19 In addition,
the Exchange is proposing to define
terms related to SIP governance needed
in order to understand these definitions:
• ‘‘Processor’’ or ‘‘SIP’’ 20 have the
same meaning as the term ‘‘Processor’’
set forth in the Nasdaq UTP Plan,
namely the entity selected by the
Participants to perform the processing
functions set forth in the Plan.
Because the terms ‘‘Processor’’ and
‘‘SIP’’ are also used throughout the
Rules, at times, to apply to processors of
information furnished pursuant to the
CTA Plan, the term ‘‘Processor’’ and
‘‘SIP’’ may, in those applicable
circumstances, refer to the processor of
transactions in Tape A and B securities,
as set forth in the CTA Plan.
• ‘‘SIP Plan’’ 21 is defined as the
national market system plan governing
the SIP.
• ‘‘Operating Committee’’ 22 is
defined as having the same meaning as
in the Nasdaq UTP Plan, namely the
committee charged with administering
the Nasdaq UTP Plan.
The Exchange is proposing to adopt a
category of Regulatory Halt, called a
‘‘SIP Halt,’’ 23 which will have the same
meaning as that term is defined in
Section X.A.11. of the Nasdaq UTP Plan,
namely ‘‘a Regulatory Halt to trading in
one or more securities that a Primary
Listing Market declares in the event of
a SIP Outage or Material SIP Latency.’’
This new category of Regulatory Halt
will address situations where the
Primary Listing Market declares a
Regulatory Halt in one or more
one or more Trading Centers or their members; or
(iii) the unavailability of quoting, order, or
transaction information for a sustained period.
19 The Exchange proposes to define the terms
‘‘SIP Halt Resume Time’’ and ‘‘SIP Halt’’ to have the
same meaning as in the Amended Nasdaq UTP
Plan.
20 See proposed Rule 11.22(a)(8).
21 See proposed Rule 11.22(a)(13).
22 See proposed Rule 11.22(a)(3).
23 See proposed Rule 11.22(a)(11).
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Federal Register / Vol. 88, No. 128 / Thursday, July 6, 2023 / Notices
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securities as a result of a SIP outage 24
or material SIP latency.25
The Exchange proposes to add a
definition of ‘‘Regulatory Halt’’ 26 as
having the same meaning as in the
Amended Nasdaq UTP Plan.
Specifically, the Exchange has proposed
to define Regulatory Halt to mean a halt
declared by the Primary Listing Market
in trading in one or more securities on
all Trading Centers for regulatory
purposes, including for the
dissemination of material news, news
pending, suspensions, or where
otherwise necessary to maintain a fair
and orderly market. A Regulatory Halt
includes a trading pause triggered by
Limit Up-Limit Down, a halt based on
Extraordinary Market Activity (as
defined in the Amended Nasdaq UTP
Plan), a trading halt triggered by a
Market-Wide Circuit Breaker, and a SIP
Halt.
The Exchange proposes to add a
definition of ‘‘Operational Halt,’’ 27
which is defined as having the same
meaning as in the Amended Nasdaq
UTP Plan. Specifically, the Exchange is
proposing to define Operational Halt to
mean a halt in trading in one or more
securities only on the market declaring
the halt and is not a Regulatory Halt. An
Operational Halt is effective only on the
Exchange; other markets are not
required to halt trading in the impacted
securities. In practice, the Exchange has
always had the capacity to implement
operational halts in specified
circumstances.28 The proposed change
would provide greater clarity on when
an Operational Halt may be
implemented and the process for halting
and resuming trading in the event of an
24 SIP outage means a situation in which the
Processor has ceased, or anticipates being unable,
to provide updated and/or accurate quotation or last
sale price information in one or more securities for
a material period that exceeds the time thresholds
for an orderly failover to backup facilities
established by mutual agreement among the
Processor, the Primary Listing Market for the
affected securities, and the Operating Committee
unless the Primary Listing Market, in consultation
with the Processor and the Operating Committee,
determines that resumption of accurate data is
expected in the near future. See Amended Nasdaq
UTP Plan, Section X.A.13.
25 Material SIP latency means a delay of quotation
or last sale price information in one or more
securities between the time data is received by the
Processor and the time the Processor disseminates
the data over the Processor’s vendor lines, which
delay the Primary Listing Market determines, in
consultation with, and in accordance with, publicly
disclosed guidelines established by the Operating
Committee, to be (a) material and (b) unlikely to be
resolved in the near future. See Amended Nasdaq
UTP Plan, Section X.A.5.
26 See proposed Rule 11.22(a)(9).
27 See proposed Rule 11.22(a)(4).
28 See Exchange Rules 11.1(c) and 11.16(d).
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Operational Halt. An Operational Halt is
not a Regulatory Halt.
where communication is interrupted,
trades may continue to occur until news
of the Regulatory Halt reaches all
trading centers. However, a fixed
‘‘official’’ Regulatory Halt time will
allow SROs to revisit trades after the
fact and determine in a consistent
manner whether specific trades should
stand.
Regulatory Halt
Proposed Rule 11.22(b)(1)(A)(i)–(iii)
includes four situations in which the
Exchange must halt trading pursuant to
a Regulatory Halt: under the Limit UpLimit Down Plan, pursuant to
Extraordinary Market Volatility (MarketWide Circuit Breakers), when the
Primary Listing Market declares a SIP
halt, or when the Primary Listing
Market declares a trading halt based on
Extraordinary Market Activity, as
defined in the Nasdaq UTP Plan.
Proposed Rule 11.22(b)(1)(A)(i) retains
without substantive modification the
existing rule with respect to the Limit
Up-Limit Down Plan (current Rule
11.16(e)). The Exchange, as a nonPrimary Listing Market, does not itself
declare trading pauses pursuant to the
Limit Up-Limit Down Plan, but rather
implements such pauses declared by
Primary Listing Markets. The Exchange
proposes to make clear in Rule
11.22(b)(1)(A)(ii) that a trading halt
pursuant to Extraordinary Market
Volatility (Market-Wide Circuit
Breakers), as is described in proposed
Rule 11.23, constitutes a Regulatory
Halt. The Exchange would also add
subsections concerning Regulatory Halts
declared by Primary Listing Markets
based on a SIP halt or Extraordinary
Market Activity in Rule
11.22(b)(1)(A)(iii). As is the case under
the current Rule 11.16, the Exchange
would honor a Regulatory Halt. The
Exchange proposes to add Rule
11.22(b)(1)(A)(iv), which states that the
Exchange will halt trading for any
security traded on the Exchange when
the Primary Listing Market declares a
Regulatory Halt for any such security.
The Exchange also proposes to add Rule
11.22(b)(1)(A)(iv)(a), which makes clear
that the start time of a Regulatory Halt
is the time the Primary Listing Market
declares the Regulatory Halt, regardless
of whether communications issues
impact the dissemination of notice of
the Halt.29 This proposal would provide
market participants with certainty on
the official start time of the Regulatory
Halt. Under the proposed rule, the start
time is fixed by the Primary Listing
Market; it is not dependent on whether
notice is disseminated immediately.
This will avoid possible disagreement if
the Regulatory Halt time were tied to
dissemination or receipt of notification,
which may occur at different times. The
Exchange recognizes that in situations
Resumption of Trading After a
Regulatory Halt
The SROs have jointly developed
processes to govern the resumption of
trading in the event of a Regulatory Halt.
While the actual process of re-launching
trading will remain unique to each
exchange, the proposed rule would
harmonize certain common elements of
the reopening process that would
benefit from consistency across markets.
These common elements include the
primacy of the Primary Listing Market
in resumption decisions, the
requirement that the Primary Listing
Market make its determination to
resume trading in good faith,30 and
certain parts of the complex process of
reopening trading after a SIP Halt. With
respect to a SIP Halt, common elements
of the reopening process include the
interaction among SROs (including the
Primary Listing Market with the SIP),
the requirement that the Primary Listing
Market terminate a SIP Halt with a
notification that specifies a SIP Halt
Resume Time, the minimum quoting
times before resumption of trading, the
cutoff time after which trading would
not resume during Regular Trading
Hours, and the time when trading may
resume if the Primary Listing Market
does not open a security within the
amount of time specified in its rules
after the SIP Halt Resume Time.
Proposed Rule 11.22(b)(2) provides the
process to be followed when resuming
trading upon the conclusion of a
Regulatory Halt. The new rule, which
incorporates Section X.E.1 and X.F.3 of
the Amended Nasdaq UTP Plan, is
divided into the following two
subsections concerning resumption of
trading: (A) after a Regulatory Halt other
than a SIP Halt; and (B) after a SIP Halt.
Proposed Rule 11.22(b)(2)(A)(i) provides
that, for a Regulatory Halt other than a
SIP Halt, the Exchange may resume
trading subject to the Regulatory Halt
after the Exchange receives notification
from the Primary Listing Market that the
Regulatory Halt has been terminated.
The Exchange does not conduct halt
crosses and, therefore, the resumption of
trading in these securities will occur
29 This is consistent with the Amended Nasdaq
UTP Plan. See Amended Nasdaq UTP Plan, Section
X.D.1.
30 See Partial Amendment No. 1 of Trading Halt
Amendments to the UTP Plan, dated March 31,
2021.
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once notice from the Primary Listing
Market is received. Proposed Rule
11.22(b)(2)(B)(i) provides that, for
securities subject to a SIP Halt initiated
by another exchange that is the Primary
Listing Market, during Regular Trading
Hours, the Exchange may resume
trading after trading has resumed on the
Primary Listing Market or notice has
been received from the Primary Listing
Market that trading may resume. During
Regular Trading Hours, if the Primary
Listing Market does not open a security
within the amount of time specified by
the rules of the Primary Listing Market
after the SIP Halt Resume Time, the
Exchange may resume trading in that
security. Outside Regular Trading
Hours, the Exchange may resume
trading immediately after the SIP Halt
Resume Time.31 Proposed Rule
11.22(b)(2) is consistent with current
practice. Proposed Rule 11.22(b)(3)
retains without substantive modification
existing Rule 11.16(f). Proposed Rule
11.22(b)(3) states that on the occurrence
of any Regulatory Halt pursuant to this
Rule all outstanding orders in the
System will be cancelled, the Exchange
will not accept new orders, and at the
end of the Regulatory Halt, the
Exchange shall re-open the security and
again begin accepting orders. Last,
consistent with Section X.G of the
Nasdaq UTP Plan, the Exchange is
proposes to add Rule 11.22(c), which
will more broadly require the Exchange
to halt trading of a UTP security if the
Primary Listing Market declares a
Regulatory Halt in that security, and
more specifically, governs trading halts
in certain Exchange Traded Products
traded on the Exchange pursuant to
unlisted trading privileges during premarket, regular trading hours, and postmarket sessions.
Operational Halt
The Exchange proposes in Rule
11.22(d) to address Operational Halts,
which are non-regulatory in nature and
apply only to the exchange that calls the
halt. The ability to call an Operational
Halt has existed for a long time. As part
of the Exchange’s assessment with the
other SROs of the halting and
resumption of trading, the Exchange
believes that the markets would benefit
from greater clarity regarding when an
Operational Halt may be appropriate.32
In part, the proposed change is designed
to cover situations similar to those that
might constitute a Regulatory Halt, but
31 See Partial Amendment No. 2 of Trading Halt
Amendments to the UTP Plan, dated April 7, 2021.
32 Differences between Nasdaq and the
Exchange’s proposals as it relates to Operational
Halts stem from Nasdaq’s status as a Primary Listing
Market, unlike the Exchange.
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where the impact is limited to a single
market. For example, just as a market
disruption might trigger a Regulatory
Halt for Extraordinary Market Activity
(as defined in the Amended Nasdaq
UTP Plan) if it affects multiple markets,
so too a disruption at the Exchange,
such as a technical issue affecting
trading in one or more securities, could
impact trading on the Exchange so
significantly that an Operational Halt is
appropriate in one or more securities. In
such an instance, it would be in the
public interest to institute an
Operational Halt to minimize the impact
of a disruption that, if trading were
allowed to continue, might negatively
affect a greater number of market
participants. An Operational Halt does
not implicate other trading centers.
Proposed Rule 11.22(d) would authorize
the Exchange to implement an
Operational Halt for any security trading
on the Exchange:
• if it is experiencing Extraordinary
Market Activity 33 on the Exchange; or
• when otherwise necessary to
maintain a fair and orderly market or in
the public interest.
Proposed Rule 11.22(d)(2) provides
the process for initiating an Operational
Halt. Under the proposed rule, on the
occurrence of any Operational Halt all
outstanding orders in the System will be
cancelled. Further, the Exchange must
notify the SIP if it has concerns about
its ability to collect and transmit
Quotation Information or Transaction
Reports, or if it has declared an
Operational Halt or suspension of
trading in one or more Eligible
Securities, pursuant to the procedures
adopted by the Operating Committee.
Proposed Rule 11.22(d)(3) will clarify
how the Exchange resumes trading after
an Operational Halt. Proposed Rule
11.22(d)(3)(A) provides that the
Exchange would resume trading when it
determines that trading may resume in
a fair and orderly manner consistent
with the Exchange’s rules. Proposed
Rule 11.22(d)(3)(B) provides that orders
entered during the Operational Halt will
not be accepted. Proposed Rule
11.22(d)(3)(C) provides that trading in a
halted security shall resume at the time
specified by the Exchange in a notice.
Proposed Rule 11.22(d)(3)(C) also
specifies that Exchange will notify all
other Plan participants and the SIP of
such an Operational Halt as well as
provide notice that an Operational Halt
has been lifted using such protocols and
other emergency procedures as may be
33 ‘‘Extraordinary Market Activity’’ in proposed
Rule 11.22(d) would have the meaning proposed by
the Exchange, which is a modified form of the term
from the Amended Nasdaq UTP Plan, as described
above.
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43163
mutually agreed to between the
Operating Committee and the Exchange.
If the SIP is unable to disseminate
notice of an Operational Halt or the
Exchange is not open for trading, the
Exchange will take reasonable steps to
provide notice of an Operational Halt,
which shall include both the type and
start time of the Operational Halt. Each
Plan participant shall continuously
monitor communication protocols
established by the Operating Committee
and the Processor during market hours
to disseminate notice of an Operational
Halt, and the failure of a participant to
do so shall not prevent the Exchange
from initiating an Operational Halt.
Trading Halts Due to Extraordinary
Market Volatility
Lastly, as stated above, the Exchange
proposes moving a large portion of
current Rule 11.16 into a new proposed
Rule 11.23, in order to separate out the
previously established rules related to
Trading Halts Due to Extraordinary
Market Volatility (i.e. Market-Wide
Circuit Breakers). These halts, which
fall under the category of Regulatory
Halts, are cross referenced in proposed
Rule 11.22(b)(i)(A)(ii). The text of the
proposed Rule 11.23 does not materially
differ from what is currently in place
under Rule 11.16(a)–(d) 34 and Rule
11.16(h)–(j).35 The Exchange believes
separating this text from Rule 11.22 is
appropriate in order to remain
consistent with similar rule filings
proposed by other Exchanges.36
Conforming Changes to Other Rules
The Exchange is proposing to modify
Rule 11.10(a)(3), Rule 11.11(b), Rules
11.20(d)(2)(D) and (E), and Rule
14.1(b)(3) that cross reference current
Rules 11.16(e), 11.16(e), 11.16(b),
11.16(b), and 11.16, respectively. In
light of the proposed deletion of Rule
11.16, the Exchange proposes to modify
the cross references in Rule 11.10(a)(3)
and Rule 11.11(b) to cross reference
proposed Rule 11.22(b)(1)(A)(i), which
contains the same text as current Rule
34 These provisions outline the processes related
to Market-Wide Circuit Breaker halts.
35 These provisions outline the processes related
to Market-Wide Circuit Breaker testing.
36 PHLX’s current Rule 3101, ‘‘Trading Halts Due
to Extraordinary Market Volatility’’ sets forth
similar provisions related to Market-Wide Circuit
Breakers and Market-Wide Circuit Breaker Testing.
In turn, in its recent rule filing, PHLX’s proposed
Rule 3100(b)(ii), which would state: ‘‘The Exchange
shall implement a trading halt due to extraordinary
market volatility, as set forth in Rule 3101.’’ See
PHLX Proposal, supra note 13. Accordingly, the
Exchange believes it consistent to include the full
text of these relevant provisions in a separate rule
(proposed Rule 11.23), with a cross reference to
such in its proposed Rule 11.22.
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Federal Register / Vol. 88, No. 128 / Thursday, July 6, 2023 / Notices
11.16(e).37 The Exchange proposes to
modify the cross references in Rules
11.20(d)(D) and (E) to cross reference
proposed Rule 11.23(b), which also
contains the same text as current Rule
11.16(b) 38. Lastly, the Exchange
proposes to modify the cross references
in Rule 14.1(b)(3) to cross reference
proposed Rules 11.22 and 11.23, which
collectively will replace the current
Rule 11.16.
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2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the provisions of Section 6(b) of the
Act,39 in general, and furthers the
objectives of Sections and 6(b)(5) of the
Act,40 in particular, in that it is designed
to promote just and equitable principles
of trade, 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.
As described above, the Exchange and
other SROs are seeking to adopt
harmonized rules related to halting and
resuming trading in U.S.-listed equity
securities. The Exchange believes that
the proposed rules will provide greater
transparency and clarity with respect to
the situations in which trading will be
halted and the process through which
that halt will be implemented and
terminated. Particularly, the proposed
changes seek to achieve consistent
results for participants across U.S.
equities exchanges while maintaining a
fair and orderly market, protecting
investors and protecting the public
interest. Based on the foregoing, the
Exchange believes that the proposed
rules are consistent with Section 6(b)(5)
of the Act 41 because they will foster
cooperation and coordination with
persons engaged in regulating and
facilitating transactions in securities.
As discussed previously, the
Exchange believes that the various
provisions of the proposed rules that
will apply to all SROs are focused on
the type of cross-market event where a
consistent approach will assist market
participants and reduce confusion
during a crisis. Because market
participants often trade the same
security across multiple venues and
trade securities listed on different
exchanges as part of a common strategy,
37 Current Rule 11.16(e) and proposed Rule
11.22(b)(1)(A)(i) govern Limit Up-Limit Down
procedures.
38 Current Rule 11.16(b) and proposed Rule
11.23(b) speak to Market-Wide Circuit Breaker
halts.
39 15 U.S.C. 78f(b).
40 15 U.S.C. 78f(b)(5).
41 Id.
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the Exchange believes that the proposed
rules will lessen the risk that market
participants holding a basket of
securities will have to deal with
divergent outcomes depending on
where the securities are listed or traded.
Conversely, the proposed rules would
still allow individual SROs to react
differently to events that impact various
securities or markets in different ways.
This avoids the ‘‘brittle market’’ risk
where an isolated event at a single
market forces all markets trading
equities securities to halt or halts
trading in all securities where the issue
impacted only a subset of securities. By
addressing both concerns, the Exchange
believes that the proposed rules further
the Act’s goal of maintaining fair and
orderly markets. The Exchange believes
that the proposed rules’ focus of
responsibility on the Primary Listing
Market for decisions related to a
Regulatory Halt and the resumption of
trading is consistent with the Act,
which itself imposes obligations on
exchanges with respect to issuers that
are listed. As is currently the case, the
Primary Listing Market would be
responsible for the many regulatory
functions related to its listings,
including the determination of when to
declare a Regulatory Halt. While these
core responsibilities remain with the
Primary Listing Market, trading in the
security can occur on multiple
exchanges that have unlisted trading
privileges for the security, such as on
the Exchange, or in the over-the-counter
market, regulated by FINRA. The
Exchange is responsible for monitoring
activity on its own markets, but also
must honor a Regulatory Halt. The
proposed changes relating to Regulatory
Halts would ensure that all SROs handle
the situations covered therein in a
consistent manner that would prevent
conflicting outcomes in cross-market
events and ensure that all trading
centers recognize a Regulatory Halt
declared by the Primary Listing Market.
The changes are consistent with and
implement the Amended Nasdaq UTP
Plan.
The Exchange believes that the
definitions in the proposed rules are
also consistent with the Act. The
Exchange proposes adding a definitions
section as Rule 11.22(a) to consolidate
the various definitions that will be used
in the Rule, some of which are taken
from the Amended Nasdaq UTP Plan.
The Exchange is adopting a modified
form of the term ‘‘Extraordinary Market
Activity’’ from the Amended Nasdaq
UTP Plan, as described above. In
addition, several other definitions have
been moved into the definitions section
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from elsewhere in the current rule
without changes in the definitions. As
noted, certain definitions are consistent
with the definitions in the Amended
Nasdaq UTP Plan, furthering the Act’s
goal of promoting fair and orderly
markets. For example, the Exchange is
proposing to adopt a definition of ‘‘SIP
Halt,’’ to explicitly address a situation
that may disrupt the markets, and this
definition is identical to the definition
in the Amended Nasdaq UTP Plan. In
addition to ‘‘SIP Halt,’’ the Exchange is
adopting the following terms from the
Amended Nasdaq UTP Plan: ‘‘Operating
Committee,’’ ‘‘Operational Halt,’’
‘‘Primary Listing Market,’’ ‘‘Processor,’’
‘‘Regulatory Halt,’’ ‘‘Regular Trading
Hours,’’ and ‘‘SIP Halt Resume Time,’’
as discussed above.
The Exchange believes that the
proposed rules, which make halts more
consistent across exchange rules, are
consistent with the Act in that they will
foster cooperation and coordination
with persons engaged in regulating the
equities markets. In particular, the
Exchange believes it is important for
SROs to coordinate when there is a
widespread and significant event, as
multiple trading centers are impacted in
such an event. Further, while the
Exchange recognizes that the proposed
rule will not guarantee a consistent
result on every market in all situations,
the Exchange does believe that it will
assist in that outcome. While the
proposed rules relating to Regulatory
Halts focus primarily on the kinds of
cross-market events that would likely
impact multiple markets, individual
SROs will still retain flexibility to deal
with unique products or smaller
situations confined to a particular
market. Also consistent with the Act,
and with the Amended Nasdaq UTP
Plan, is the Exchange’s proposal in Rule
11.22(d) to address Operational Halts,
which are nonregulatory in nature and
apply only to the exchange that calls the
halt. As noted earlier, the Exchange
presently has the ability to call an
Operational Halt. The Exchange believes
that the markets would benefit from
greater clarity regarding when an
Operational Halt may be appropriate.
The proposed change is designed to
cover situations where the impact is
limited to a single market. For example,
a disruption at the Exchange, such as a
technical issue affecting trading in one
or more securities, could impact trading
on the Exchange so significantly that an
Operational Halt is appropriate in one
or more securities. In such an instance,
it would be in the public interest to
institute an Operational Halt to
minimize the impact of a disruption
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that, if trading were allowed to
continue, might negatively affect a
greater number of market participants.
An Operational Halt does not implicate
other trading centers. Proposed Rule
11.22(d) would authorize the Exchange
to implement an Operational Halt for
any security trading on the Exchange: (i)
if it is experiencing Extraordinary
Market Activity on the Exchange; or (ii)
when otherwise necessary to maintain a
fair and orderly market or in the public
interest. The Exchange believes that the
broader language provided by the
definition of Extraordinary Market
Activity in proposed Rule 11.22(d) will
better serve the interests of investors by
allowing the Exchange to act where
appropriate. Other sections of current
Rule 11.16 are reorganized and retained
without substantive modifications into
proposed Rule 11.23, as described
above.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange believes the proposal is
consistent with Section 6(b)(8) of the
Act 42 in that it does not impose any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act as explained
below. Importantly, the Exchange
believes the proposal will not impose a
burden on intermarket competition but
will rather alleviate any burden on
competition because it is the result of a
collaborative effort by all SROs to
harmonize and improve the process
related to the halting and resumption of
trading in U.S.-listed equity securities,
consistent with the Amended Nasdaq
UTP Plan. In this area, the Exchange
believes that all SROs should have
consistent rules to the extent possible in
order to provide additional transparency
and certainty to market participants and
to avoid inconsistent outcomes that
could cause confusion and erode market
confidence. The proposed changes
would ensure that all SROs handle the
situations covered therein in a
consistent manner and ensure that all
trading centers handle a Regulatory Halt
consistently. The Exchange understands
that all other non-Primary Listing
Markets intend to file proposals that are
substantially similar to this proposal.
The Exchange does not believe that its
proposals concerning Operational Halts
impose an undue burden on
competition. Under the existing Rules,
the Exchange already possesses
discretionary authority to impose
Operational Halts for various reasons
and, as described earlier, the proposed
Rule change clarifies the circumstances
in which the Exchange may impose
such Halts, and specifies procedures for
both imposing and lifting them. The
Exchange does not intend for these
proposals to have any competitive
impact whatsoever. Indeed, the
Exchange expects that other exchanges
will adopt similar rules and procedures
to govern operational halts, to the extent
that they have not done so already. The
Exchange does not believe that the
proposed rule change imposes a burden
on intramarket competition because the
provisions apply to all market
participants equally. In addition,
information regarding the halting and
resumption of trading will be
disseminated using several freely
accessible sources to ensure broad
availability of information in addition to
the SIP data and proprietary data feeds
offered by the Exchange and other SROs
that are available to subscribers. In
addition, the declaration and timing of
trading halts and the resumption of
trading is designed to avoid any
advantage to those who can react more
quickly than other participants. The
proposals encourage early and frequent
communication among the SROs, SIPs
and market participants to enable the
dissemination of timely and accurate
information concerning the market to
market participants.
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) of the Act 43 and Rule 19b–
4(f)(6) 44 thereunder.
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
43 15
42 15
U.S.C. 78f(b)(8).
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U.S.C. 78s(b)(3)(A).
CFR 240.19b–4.
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43165
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
MEMX–2023–11 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–MEMX–2023–11. This file
number should be included in 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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part of
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–MEMX–2023–11 and should be
submitted on or before July 27, 2023.
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Federal Register / Vol. 88, No. 128 / Thursday, July 6, 2023 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.45
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2023–14206 Filed 7–5–23; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration # 17980; Pennsylvania
Disaster Number PA–00135 Declaration of
Economic Injury]
Administrative Declaration of an
Economic Injury Disaster for the
Commonwealth of Pennsylvania
Percent
Non-Profit Organizations without
Credit Available Elsewhere .......
Percent
2.375
The number assigned to this disaster
for economic injury is 179800.
The States which received an EIDL
Declaration #17980 are New Jersey,
Pennsylvania.
(Catalog of Federal Domestic Assistance
Number 59008)
This is a notice of an
Economic Injury Disaster Loan (EIDL)
declaration for the Commonwealth of
Pennsylvania dated 06/29/2023.
Incident: Interstate 95 Bridge
Collapse.
Incident Period: 06/11/2023 and
continuing.
DATES: Issued on 06/29/2023.
Economic Injury (EIDL) Loan
Application Deadline Date: 03/29/2024.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Recovery &
Resilience, U.S. Small Business
Administration, 409 3rd Street SW,
Suite 6050, Washington, DC 20416,
(202) 205–6734.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
Administrator’s EIDL declaration,
applications for economic injury
disaster loans may be filed at the
address listed above or other locally
announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Philadelphia.
Contiguous Counties:
Pennsylvania: Bucks, Delaware,
Montgomery.
New Jersey: Burlington, Camden,
Gloucester.
The Interest Rates are:
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Percent
Businesses and Small Agricultural
Cooperatives without Credit
Available Elsewhere ..................
CFR 200.30–3(a)(12).
17:07 Jul 05, 2023
2.375
[FR Doc. 2023–14243 Filed 7–5–23; 8:45 am]
Isabella Guzman,
Administrator.
[FR Doc. 2023–14246 Filed 7–5–23; 8:45 am]
SUMMARY:
VerDate Sep<11>2014
4.000
The number assigned to this disaster
for economic injury is 179730.
The State which received an EIDL
Declaration #17973 is Pennsylvania.
(Catalog of Federal Domestic Assistance
Number 59008)
AGENCY:
45 17
Businesses and Small Agricultural
Cooperatives without Credit
Available Elsewhere ..................
Non-Profit Organizations without
Credit Available Elsewhere .......
Isabella Guzman,
Administrator.
BILLING CODE 8026–09–P
U.S. Small Business
Administration.
ACTION: Notice.
The Interest Rates are:
Jkt 259001
4.000
SMALL BUSINESS ADMINISTRATION
BILLING CODE 8026–09–P
[Disaster Declaration # 17973; Pennsylvania
Disaster Number PA–00134 Declaration of
Economic Injury]
SMALL BUSINESS ADMINISTRATION
Administrative Declaration of an
Economic Injury Disaster for the
Commonwealth of Pennsylvania
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
PO 00000
Frm 00088
Fmt 4703
Sfmt 4703
Administrative Declaration of a
Disaster for the State of Georgia
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
This is a notice of an
Economic Injury Disaster Loan (EIDL)
declaration for the Commonwealth of
Pennsylvania dated 06/28/2023.
Incident: R.M. Palmer Company
Factory Explosion.
Incident Period: 03/24/2023.
DATES: Issued on 06/28/2023.
Economic Injury (EIDL) Loan
Application Deadline Date: 03/28/2024.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Recovery &
Resilience, U.S. Small Business
Administration, 409 3rd Street SW,
Suite 6050, Washington, DC 20416,
(202) 205–6734.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
Administrator’s EIDL declaration,
applications for economic injury
disaster loans may be filed at the
address listed above or other locally
announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Berks.
Contiguous Counties:
Pennsylvania: Chester, Lancaster,
Lebanon, Lehigh, Montgomery,
Schuylkill.
SUMMARY:
[Disaster Declaration # 17971 and # 17972;
Georgia Disaster Number GA–00153]
This is a notice of an
Administrative declaration of a disaster
for the State of Georgia dated 06/28/
2023.
Incident: Severe Storms, Straight line
Winds, Tornadoes, and Flooding.
Incident Period: 03/25/2023 through
03/27/2023.
DATES: Issued on 06/28/2023.
Physical Loan Application Deadline
Date: 08/28/2023.
Economic Injury (EIDL) Loan
Application Deadline Date: 03/28/2024.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Recovery &
Resilience, U.S. Small Business
Administration, 409 3rd Street SW,
Suite 6050, Washington, DC 20416,
(202) 205–6734.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
Administrator’s disaster declaration,
applications for disaster loans may be
filed at the address listed above or other
locally announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Troup.
Contiguous Counties:
SUMMARY:
E:\FR\FM\06JYN1.SGM
06JYN1
]]>Agencies
[Federal Register Volume 88, Number 128 (Thursday, July 6, 2023)]
[Notices]
[Pages 43159-43166]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-14206]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97824; File No. SR-MEMX-2023-11]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Establish Common
Criteria and Procedures for Halting and Resuming Trading in Equity
Securities in the Event of Regulatory or Operational Issues, Reorganize
the Text of the Current Relevant Rule, and Make Conforming Changes to
Related Rules
June 29, 2023.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on June 23, 2023, MEMX LLC (``MEMX'' or the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I, II and III below,
which Items have been prepared by the Exchange. The Exchange filed the
proposal as a ``non-controversial'' proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act \4\ and Rule 19b-4(f)(6)
thereunder.\5\ 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\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ 15 U.S.C. 78s(b)(3)(A)(iii).
\5\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
[[Page 43160]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing with the Commission a proposed rule to
establish common criteria and procedures for halting and resuming
trading in equity securities in the event of regulatory or operational
issues, reorganize the text of the current relevant rule, and make
conforming changes to related rules. The text of the proposed rule
change is provided in Exhibit 5.
II. Self-Regulatory Organization's Statement of the Purpose of, and the
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
In conjunction with adoption of an amended Nasdaq UTP Plan proposed
by its participants (``Amended Nasdaq UTP Plan''),\6\ the Exchange is
amending and re-locating its current Rule 11.16 to integrate several
definitions and concepts from the Amended Nasdaq UTP Plan and to
reorganize the rule in light of the Exchange's experience with applying
the rule as a national securities exchange.\7\ The Exchange proposes to
replace Rule 11.16, entitled Trading Halts Due to Extraordinary Market
Volatility, with two new rules, Rules 11.22 and 11.23. The rules set
forth the Exchange's authority to halt trading under various
circumstances. The Exchange is a participant of the transaction
reporting plan governing Tape C Securities (``Nasdaq UTP Plan'').\8\ As
part of these changes, the Exchange will amend categories of regulatory
and operational halts, adopt defined terms from the Amended Nasdaq UTP
Plan and move current Rule 11.16 into Rules 11.22 and 11.23 for clarity
and organizational purposes. Last, the Exchange is updating cross
references in other rules that are affected by the proposed changes.
---------------------------------------------------------------------------
\6\ On February 11, 2021, the Nasdaq UTP Plan participants filed
Amendment 50 to the Plan, to revise provisions governing regulatory
and operational halts. See Letter from Robert Brooks, Chairman, UTP
Operating Committee, Nasdaq UTP Plan, to Vanessa Countryman,
Secretary, Securities and Exchange Commission, dated February 11,
2021. The Nasdaq UTP Plan subsequently filed two partial amendments
to the 50th Amendment, on March 31, 2021 and on April 7, 2021. The
SEC approved the amendments on May 28, 2021. See Securities Exchange
Act Release No. 34-92071 (May 28, 2021), 86 FR 29846 (June 3, 2021)
(S7-24-89). The Amended Nasdaq UTP Plan includes provisions
requiring participant self-regulatory organizations (``SROs'') to
honor a Regulatory Halt declared by the Primary Listing Market. The
provisions in the Nasdaq UTP Plan, and the plan for consolidation of
data for non-Nasdaq-listed securities, the Consolidated Tape System
and Consolidated Quotations System (collectively, the ``CTA/CQS
Plan''), include provisions similar to the changes proposed by the
Exchange in this filing.
\7\ The Exchange notes that The Nasdaq Stock Market, LLC
(``Nasdaq''), filed a similar proposed rule change with the
Commission. See Securities Exchange Act Release No. 94370 (March 7,
2022), 87 FR 14071 (March 11, 2022); Securities Exchange Act Release
No. 94838 (May 3, 2022), 87 FR 27683 (May 9, 2022). The Commission
approved the proposed rule change on June 8, 2022. See Securities
Exchange Act Release No. 95069 (June 8, 2022), 87 FR 36018 (June 14,
2022). The Exchange's proposal provides the Exchange with less
authority to declare halts in the event of regulatory or operational
issues than under Nasdaq's proposal because the Exchange, unlike
Nasdaq, is not a Primary Listing Market. Given the Exchange's status
as a non-Primary Listing Market, certain definitions and concepts
from the Amended Nasdaq UTP Plan, integrated in Nasdaq's proposal,
are not included herein.
\8\ Each transaction reporting plan has a securities information
processor (``SIP'') responsible for consolidation of information for
the plan's securities, pursuant to Rule 603 of Regulation NMS. The
transaction reporting plan for Nasdaq-listed securities is known as
The Joint Self-Regulatory Organization Plan Governing the
Collection, Consolidation and Dissemination of Quotation and
Transaction Information for Nasdaq-Listed Securities Traded on
Exchanges on an Unlisted Trading Privilege Basis or the ``Nasdaq UTP
Plan.'' Pursuant to the Nasdaq UTP Plan, the UTP SIP, which is
Nasdaq, consolidates order and trade data from all markets trading
Nasdaq-listed securities. The Exchange uses the term ``UTP SIP''
herein when referring specifically to the SIP responsible for
consolidation of information in Nasdaq-listed securities.
---------------------------------------------------------------------------
Background
The Exchange has been working with other SROs to establish common
criteria and procedures for halting and resuming trading in equity
securities in the event of regulatory or operational issues. These
common standards are designed to ensure that events which might impact
multiple exchanges are handled in a consistent manner that is
transparent. The Exchange believes that implementation of these common
standards will assist the SROs in maintaining fair and orderly markets.
Notwithstanding the development of these common standards, the Exchange
will retain discretion in certain instances as to whether and how to
handle halts, as is discussed below.
Every U.S.-listed equity security has its primary listing on a
specific stock exchange that is responsible for a number of regulatory
functions.\9\ These include confirming that the security continues to
meet the exchange's listing standards, monitoring trading in that
security and taking action to halt trading in the security when
necessary to protect investors and to ensure a fair and orderly market.
While these core responsibilities remain with the primary listing
venue, trading in the security can occur on multiple exchanges that
have unlisted trading privileges for the security \10\ or in the over
the-counter market, regulated by the Financial Industry Regulatory
Authority, Inc. (``FINRA''). The exchanges and FINRA are responsible
for monitoring activity on the markets over which they have oversight,
but also must abide by the regulatory decisions made by the Primary
Listing Market. For example, a venue trading a security pursuant to
unlisted trading privileges must halt trading in that security during a
Regulatory Halt, which is a defined term under the proposed rules,\11\
and may only trade the security once the Primary Listing Market has
cleared the security to resume trading. While the Exchange and the
other SROs intend to harmonize certain aspects of their trading halt
rules, other elements of the rules will continue to be unique to each
market. The Exchange believes that this is appropriate to reflect
different products listed or traded on each market. In addition to
establishing common criteria and procedures for halting and resuming
trading in equity securities in the event of regulatory or operational
issues, the Exchange is moving current Rule 11.16 into Rules 11.22 and
Rule 11.23 in order to reorganize the rule to improve its overall
clarity. The Exchange is also making a handful of non-substantive
changes to rule text to improve its clarity. The Exchange will
implement all of the changes proposed herein in conjunction with other
SROs implementing the necessary rule changes. The Exchange will publish
a trader alert at least 30 business days
[[Page 43161]]
prior to implementing the proposed changes.
---------------------------------------------------------------------------
\9\ The Exchange is proposing to adopt Primary Listing Market as
a new term, defined in Nasdaq UTP Plan, Section X.A.8, as follows:
``[T]he national securities exchange on which an Eligible Security
is listed. If an Eligible Security is listed on more than one
national securities exchange, Primary Listing Market means the
exchange on which the security has been listed the longest.''
\10\ In addition, securities may be listed on more than one
listing exchange (``dually listed''). See, e.g., The Nasdaq Stock
Market, LLC Rules 5005(a)(11), 5220 and IM5220.
\11\ See proposed Rule 11.22(a)(9).
---------------------------------------------------------------------------
Definitions
The Exchange proposes adding a definitions section as Rule 11.22(a)
to consolidate the various definitions that will be used in the Rules,
some of which are taken from the Amended Nasdaq UTP Plan. The Exchange
is adopting the following terms from the Amended Nasdaq UTP Plan:
``Operating Committee,'' ``Operational Halt,'' ``Primary Listing
Market,'' ``Processor,'' \12\ ``Regulatory Halt,'' ``Regular Trading
Hours,'' ``SIP Halt,'' and ``SIP Halt Resume Time.'' The Exchange is
adopting a modified form of the term ``Extraordinary Market Activity''
from the Amended Nasdaq UTP Plan, as described below. The definitions
of ``UTP Exchange Traded Product'', ``Pre-Market Session'', and ``Post-
Market Session'' are included in the definitions section with cross
references to their current definitions in the Exchange's Rulebook.\13\
The Exchange will add definitions of ``Trust Shares,'' ``Index Fund
Shares,'' ``Managed Fund Shares,'' and ``Trust Issued Receipts'', as
subcategories to the defined term ``UTP Exchange Traded Product'', and
those terms will have the same meanings as those found currently in the
rules of at least one other exchange.\14\
---------------------------------------------------------------------------
\12\ The Exchange proposes to also define the term ``SIP'' to
have the same meaning as the term ``Processor'' as set forth in the
Amended Nasdaq UTP Plan. Because the terms ``Processor'' and ``SIP''
are also used throughout the Rules, at times, to apply to processors
of information furnished pursuant to the Consolidated Tape
Association Plan (``CTA Plan''), the term ``Processor'' may, in
those applicable circumstances, refer to the processor of
transactions in Tape A and B securities, as set forth in the CTA
Plan.
\13\ ``UTP Exchange Traded Product'', is currently defined in
Rule 1.5(kk). Post-Market Session is defined in Rule 1.5(w). Pre-
Market Session is currently defined in Rule 1.5(x).
\14\ The Exchange notes that Nasdaq PHLX LLC (``PHLX''), filed a
similar proposed rule change with the Commission. See Securities
Exchange Act Release No. 96574 (December 22, 2022), 87 FR 80213
(December 29, 2022) (the ``PHLX Proposal''). Accordingly, the
Exchange referenced PHLX's current and proposed relevant rules and
notes that the terms ``Trust Shares,'' ``Index Fund Shares,''
``Managed Fund Shares,'' and ``Trust Issued Receipts'' are currently
defined in Rule 3100(b)(1)(A)-(D) of PHLX's rulebook.
---------------------------------------------------------------------------
First, the Exchange proposes to add the definition of ``Primary
Listing Market'' \15\ to Rule 11.22(a), which will have the same
meaning as in the Amended Nasdaq UTP Plan, Section X.A.8. As is
currently the case under the Nasdaq UTP Plan, all Regulatory Halt
decisions are made by the market on which the security has its primary
listing. This reflects the regulatory responsibility that the Primary
Listing Market has for fair and orderly trading in the securities that
list on its market and its direct access to its listed companies, which
are required to advise it of certain events and maintain lines of
communication with the Primary Listing Market. The proposed definition
makes clear that if a security is listed on more than one market (a
dually-listed security), the Primary Listing Market means the exchange
on which the security has been listed the longest. This provision
matches language used in the definition of ``Primary Listing Exchange''
in the Limit-Up Limit-Down Plan and will avoid conflict in the event of
dually-listed securities.
---------------------------------------------------------------------------
\15\ See proposed Rule 11.22(a)(7).
---------------------------------------------------------------------------
Second, the Exchange proposes to add the definition of
``Extraordinary Market Activity'' to Rule 11.22,\16\ which would
represent a modified version of the term defined in the Amended Nasdaq
UTP Plan, Section X.A.1.\17\ Specifically, the Exchange proposes to
remove the concept of a ``market-wide basis'' from the Amended Nasdaq
UTP Plan's definition of Extraordinary Market Activity for purposes of
the Exchange's Rules because the term ``Extraordinary Market Activity''
would only be used in the Exchange's Rules as a basis for the Exchange
to initiate an Operational Halt, which would only occur on the market
declaring the halt (i.e., the Exchange).\18\ The current rule does not
include a definition for Extraordinary Market Activity. The third set
of new proposed definitions would be specific to events involving the
SIP. While the Exchange recognizes that many events involving the SIP
would also meet the definition of ``Extraordinary Market Activity'' (as
defined in the Amended Nasdaq UTP Plan), the Exchange believes that the
critical role of the SIPs in market infrastructure factors in favor of
additional guidance on how such events will be handled. The definitions
of ``SIP Halt Resume Time'' and ``SIP Halt'' are intended to provide
additional guidance to address this subset of potential market
issues.\19\ In addition, the Exchange is proposing to define terms
related to SIP governance needed in order to understand these
definitions:
---------------------------------------------------------------------------
\16\ See proposed Rule 11.22(a)(2).
\17\ In the Amended Nasdaq UTP Plan, ``Extraordinary Market
Activity'' means a disruption or malfunction of any electronic
quotation, communication, reporting, or execution system operated
by, or linked to, the Processor or a Trading Center or a member of
such Trading Center that has a severe and continuing negative
impact, on a market-wide basis, on quoting, order, or trading
activity or on the availability of market information necessary to
maintain a fair and orderly market. For purposes of this definition,
a severe and continuing negative impact on quoting, order, or
trading activity includes (i) a series of quotes, orders, or
transactions at prices substantially unrelated to the current market
for the security or securities; (ii) duplicative or erroneous
quoting, order, trade reporting, or other related message traffic
between one or more Trading Centers or their members; or (iii) the
unavailability of quoting, order, or transaction information for a
sustained period.
\18\ The Exchange proposes to define ``Extraordinary Market
Activity'' to mean a disruption or malfunction of any electronic
quotation, communication, reporting, or execution system operated
by, or linked to, the Processor or a Trading Center or a member of
such Trading Center that has a severe and continuing negative impact
on quoting, order, or trading activity or on the availability of
market information necessary to maintain a fair and orderly market.
For purposes of this definition, a severe and continuing negative
impact on quoting, order, or trading activity includes (i) a series
of quotes, orders, or transactions at prices substantially unrelated
to the current market for the security or securities; (ii)
duplicative or erroneous quoting, order, trade reporting, or other
related message traffic between one or more Trading Centers or their
members; or (iii) the unavailability of quoting, order, or
transaction information for a sustained period.
\19\ The Exchange proposes to define the terms ``SIP Halt Resume
Time'' and ``SIP Halt'' to have the same meaning as in the Amended
Nasdaq UTP Plan.
---------------------------------------------------------------------------
``Processor'' or ``SIP'' \20\ have the same meaning as the
term ``Processor'' set forth in the Nasdaq UTP Plan, namely the entity
selected by the Participants to perform the processing functions set
forth in the Plan.
---------------------------------------------------------------------------
\20\ See proposed Rule 11.22(a)(8).
---------------------------------------------------------------------------
Because the terms ``Processor'' and ``SIP'' are also used
throughout the Rules, at times, to apply to processors of information
furnished pursuant to the CTA Plan, the term ``Processor'' and ``SIP''
may, in those applicable circumstances, refer to the processor of
transactions in Tape A and B securities, as set forth in the CTA Plan.
``SIP Plan'' \21\ is defined as the national market system
plan governing the SIP.
---------------------------------------------------------------------------
\21\ See proposed Rule 11.22(a)(13).
---------------------------------------------------------------------------
``Operating Committee'' \22\ is defined as having the same
meaning as in the Nasdaq UTP Plan, namely the committee charged with
administering the Nasdaq UTP Plan.
---------------------------------------------------------------------------
\22\ See proposed Rule 11.22(a)(3).
---------------------------------------------------------------------------
The Exchange is proposing to adopt a category of Regulatory Halt,
called a ``SIP Halt,'' \23\ which will have the same meaning as that
term is defined in Section X.A.11. of the Nasdaq UTP Plan, namely ``a
Regulatory Halt to trading in one or more securities that a Primary
Listing Market declares in the event of a SIP Outage or Material SIP
Latency.'' This new category of Regulatory Halt will address situations
where the Primary Listing Market declares a Regulatory Halt in one or
more
[[Page 43162]]
securities as a result of a SIP outage \24\ or material SIP
latency.\25\
---------------------------------------------------------------------------
\23\ See proposed Rule 11.22(a)(11).
\24\ SIP outage means a situation in which the Processor has
ceased, or anticipates being unable, to provide updated and/or
accurate quotation or last sale price information in one or more
securities for a material period that exceeds the time thresholds
for an orderly failover to backup facilities established by mutual
agreement among the Processor, the Primary Listing Market for the
affected securities, and the Operating Committee unless the Primary
Listing Market, in consultation with the Processor and the Operating
Committee, determines that resumption of accurate data is expected
in the near future. See Amended Nasdaq UTP Plan, Section X.A.13.
\25\ Material SIP latency means a delay of quotation or last
sale price information in one or more securities between the time
data is received by the Processor and the time the Processor
disseminates the data over the Processor's vendor lines, which delay
the Primary Listing Market determines, in consultation with, and in
accordance with, publicly disclosed guidelines established by the
Operating Committee, to be (a) material and (b) unlikely to be
resolved in the near future. See Amended Nasdaq UTP Plan, Section
X.A.5.
---------------------------------------------------------------------------
The Exchange proposes to add a definition of ``Regulatory Halt''
\26\ as having the same meaning as in the Amended Nasdaq UTP Plan.
Specifically, the Exchange has proposed to define Regulatory Halt to
mean a halt declared by the Primary Listing Market in trading in one or
more securities on all Trading Centers for regulatory purposes,
including for the dissemination of material news, news pending,
suspensions, or where otherwise necessary to maintain a fair and
orderly market. A Regulatory Halt includes a trading pause triggered by
Limit Up-Limit Down, a halt based on Extraordinary Market Activity (as
defined in the Amended Nasdaq UTP Plan), a trading halt triggered by a
Market-Wide Circuit Breaker, and a SIP Halt.
---------------------------------------------------------------------------
\26\ See proposed Rule 11.22(a)(9).
---------------------------------------------------------------------------
The Exchange proposes to add a definition of ``Operational Halt,''
\27\ which is defined as having the same meaning as in the Amended
Nasdaq UTP Plan. Specifically, the Exchange is proposing to define
Operational Halt to mean a halt in trading in one or more securities
only on the market declaring the halt and is not a Regulatory Halt. An
Operational Halt is effective only on the Exchange; other markets are
not required to halt trading in the impacted securities. In practice,
the Exchange has always had the capacity to implement operational halts
in specified circumstances.\28\ The proposed change would provide
greater clarity on when an Operational Halt may be implemented and the
process for halting and resuming trading in the event of an Operational
Halt. An Operational Halt is not a Regulatory Halt.
---------------------------------------------------------------------------
\27\ See proposed Rule 11.22(a)(4).
\28\ See Exchange Rules 11.1(c) and 11.16(d).
---------------------------------------------------------------------------
Regulatory Halt
Proposed Rule 11.22(b)(1)(A)(i)-(iii) includes four situations in
which the Exchange must halt trading pursuant to a Regulatory Halt:
under the Limit Up-Limit Down Plan, pursuant to Extraordinary Market
Volatility (Market-Wide Circuit Breakers), when the Primary Listing
Market declares a SIP halt, or when the Primary Listing Market declares
a trading halt based on Extraordinary Market Activity, as defined in
the Nasdaq UTP Plan. Proposed Rule 11.22(b)(1)(A)(i) retains without
substantive modification the existing rule with respect to the Limit
Up-Limit Down Plan (current Rule 11.16(e)). The Exchange, as a non-
Primary Listing Market, does not itself declare trading pauses pursuant
to the Limit Up-Limit Down Plan, but rather implements such pauses
declared by Primary Listing Markets. The Exchange proposes to make
clear in Rule 11.22(b)(1)(A)(ii) that a trading halt pursuant to
Extraordinary Market Volatility (Market-Wide Circuit Breakers), as is
described in proposed Rule 11.23, constitutes a Regulatory Halt. The
Exchange would also add subsections concerning Regulatory Halts
declared by Primary Listing Markets based on a SIP halt or
Extraordinary Market Activity in Rule 11.22(b)(1)(A)(iii). As is the
case under the current Rule 11.16, the Exchange would honor a
Regulatory Halt. The Exchange proposes to add Rule 11.22(b)(1)(A)(iv),
which states that the Exchange will halt trading for any security
traded on the Exchange when the Primary Listing Market declares a
Regulatory Halt for any such security. The Exchange also proposes to
add Rule 11.22(b)(1)(A)(iv)(a), which makes clear that the start time
of a Regulatory Halt is the time the Primary Listing Market declares
the Regulatory Halt, regardless of whether communications issues impact
the dissemination of notice of the Halt.\29\ This proposal would
provide market participants with certainty on the official start time
of the Regulatory Halt. Under the proposed rule, the start time is
fixed by the Primary Listing Market; it is not dependent on whether
notice is disseminated immediately. This will avoid possible
disagreement if the Regulatory Halt time were tied to dissemination or
receipt of notification, which may occur at different times. The
Exchange recognizes that in situations where communication is
interrupted, trades may continue to occur until news of the Regulatory
Halt reaches all trading centers. However, a fixed ``official''
Regulatory Halt time will allow SROs to revisit trades after the fact
and determine in a consistent manner whether specific trades should
stand.
---------------------------------------------------------------------------
\29\ This is consistent with the Amended Nasdaq UTP Plan. See
Amended Nasdaq UTP Plan, Section X.D.1.
---------------------------------------------------------------------------
Resumption of Trading After a Regulatory Halt
The SROs have jointly developed processes to govern the resumption
of trading in the event of a Regulatory Halt. While the actual process
of re-launching trading will remain unique to each exchange, the
proposed rule would harmonize certain common elements of the reopening
process that would benefit from consistency across markets. These
common elements include the primacy of the Primary Listing Market in
resumption decisions, the requirement that the Primary Listing Market
make its determination to resume trading in good faith,\30\ and certain
parts of the complex process of reopening trading after a SIP Halt.
With respect to a SIP Halt, common elements of the reopening process
include the interaction among SROs (including the Primary Listing
Market with the SIP), the requirement that the Primary Listing Market
terminate a SIP Halt with a notification that specifies a SIP Halt
Resume Time, the minimum quoting times before resumption of trading,
the cutoff time after which trading would not resume during Regular
Trading Hours, and the time when trading may resume if the Primary
Listing Market does not open a security within the amount of time
specified in its rules after the SIP Halt Resume Time. Proposed Rule
11.22(b)(2) provides the process to be followed when resuming trading
upon the conclusion of a Regulatory Halt. The new rule, which
incorporates Section X.E.1 and X.F.3 of the Amended Nasdaq UTP Plan, is
divided into the following two subsections concerning resumption of
trading: (A) after a Regulatory Halt other than a SIP Halt; and (B)
after a SIP Halt. Proposed Rule 11.22(b)(2)(A)(i) provides that, for a
Regulatory Halt other than a SIP Halt, the Exchange may resume trading
subject to the Regulatory Halt after the Exchange receives notification
from the Primary Listing Market that the Regulatory Halt has been
terminated. The Exchange does not conduct halt crosses and, therefore,
the resumption of trading in these securities will occur
[[Page 43163]]
once notice from the Primary Listing Market is received. Proposed Rule
11.22(b)(2)(B)(i) provides that, for securities subject to a SIP Halt
initiated by another exchange that is the Primary Listing Market,
during Regular Trading Hours, the Exchange may resume trading after
trading has resumed on the Primary Listing Market or notice has been
received from the Primary Listing Market that trading may resume.
During Regular Trading Hours, if the Primary Listing Market does not
open a security within the amount of time specified by the rules of the
Primary Listing Market after the SIP Halt Resume Time, the Exchange may
resume trading in that security. Outside Regular Trading Hours, the
Exchange may resume trading immediately after the SIP Halt Resume
Time.\31\ Proposed Rule 11.22(b)(2) is consistent with current
practice. Proposed Rule 11.22(b)(3) retains without substantive
modification existing Rule 11.16(f). Proposed Rule 11.22(b)(3) states
that on the occurrence of any Regulatory Halt pursuant to this Rule all
outstanding orders in the System will be cancelled, the Exchange will
not accept new orders, and at the end of the Regulatory Halt, the
Exchange shall re-open the security and again begin accepting orders.
Last, consistent with Section X.G of the Nasdaq UTP Plan, the Exchange
is proposes to add Rule 11.22(c), which will more broadly require the
Exchange to halt trading of a UTP security if the Primary Listing
Market declares a Regulatory Halt in that security, and more
specifically, governs trading halts in certain Exchange Traded Products
traded on the Exchange pursuant to unlisted trading privileges during
pre-market, regular trading hours, and post-market sessions.
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\30\ See Partial Amendment No. 1 of Trading Halt Amendments to
the UTP Plan, dated March 31, 2021.
\31\ See Partial Amendment No. 2 of Trading Halt Amendments to
the UTP Plan, dated April 7, 2021.
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Operational Halt
The Exchange proposes in Rule 11.22(d) to address Operational
Halts, which are non-regulatory in nature and apply only to the
exchange that calls the halt. The ability to call an Operational Halt
has existed for a long time. As part of the Exchange's assessment with
the other SROs of the halting and resumption of trading, the Exchange
believes that the markets would benefit from greater clarity regarding
when an Operational Halt may be appropriate.\32\ In part, the proposed
change is designed to cover situations similar to those that might
constitute a Regulatory Halt, but where the impact is limited to a
single market. For example, just as a market disruption might trigger a
Regulatory Halt for Extraordinary Market Activity (as defined in the
Amended Nasdaq UTP Plan) if it affects multiple markets, so too a
disruption at the Exchange, such as a technical issue affecting trading
in one or more securities, could impact trading on the Exchange so
significantly that an Operational Halt is appropriate in one or more
securities. In such an instance, it would be in the public interest to
institute an Operational Halt to minimize the impact of a disruption
that, if trading were allowed to continue, might negatively affect a
greater number of market participants. An Operational Halt does not
implicate other trading centers. Proposed Rule 11.22(d) would authorize
the Exchange to implement an Operational Halt for any security trading
on the Exchange:
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\32\ Differences between Nasdaq and the Exchange's proposals as
it relates to Operational Halts stem from Nasdaq's status as a
Primary Listing Market, unlike the Exchange.
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if it is experiencing Extraordinary Market Activity \33\
on the Exchange; or
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\33\ ``Extraordinary Market Activity'' in proposed Rule 11.22(d)
would have the meaning proposed by the Exchange, which is a modified
form of the term from the Amended Nasdaq UTP Plan, as described
above.
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when otherwise necessary to maintain a fair and orderly
market or in the public interest.
Proposed Rule 11.22(d)(2) provides the process for initiating an
Operational Halt. Under the proposed rule, on the occurrence of any
Operational Halt all outstanding orders in the System will be
cancelled. Further, the Exchange must notify the SIP if it has concerns
about its ability to collect and transmit Quotation Information or
Transaction Reports, or if it has declared an Operational Halt or
suspension of trading in one or more Eligible Securities, pursuant to
the procedures adopted by the Operating Committee. Proposed Rule
11.22(d)(3) will clarify how the Exchange resumes trading after an
Operational Halt. Proposed Rule 11.22(d)(3)(A) provides that the
Exchange would resume trading when it determines that trading may
resume in a fair and orderly manner consistent with the Exchange's
rules. Proposed Rule 11.22(d)(3)(B) provides that orders entered during
the Operational Halt will not be accepted. Proposed Rule 11.22(d)(3)(C)
provides that trading in a halted security shall resume at the time
specified by the Exchange in a notice. Proposed Rule 11.22(d)(3)(C)
also specifies that Exchange will notify all other Plan participants
and the SIP of such an Operational Halt as well as provide notice that
an Operational Halt has been lifted using such protocols and other
emergency procedures as may be mutually agreed to between the Operating
Committee and the Exchange. If the SIP is unable to disseminate notice
of an Operational Halt or the Exchange is not open for trading, the
Exchange will take reasonable steps to provide notice of an Operational
Halt, which shall include both the type and start time of the
Operational Halt. Each Plan participant shall continuously monitor
communication protocols established by the Operating Committee and the
Processor during market hours to disseminate notice of an Operational
Halt, and the failure of a participant to do so shall not prevent the
Exchange from initiating an Operational Halt.
Trading Halts Due to Extraordinary Market Volatility
Lastly, as stated above, the Exchange proposes moving a large
portion of current Rule 11.16 into a new proposed Rule 11.23, in order
to separate out the previously established rules related to Trading
Halts Due to Extraordinary Market Volatility (i.e. Market-Wide Circuit
Breakers). These halts, which fall under the category of Regulatory
Halts, are cross referenced in proposed Rule 11.22(b)(i)(A)(ii). The
text of the proposed Rule 11.23 does not materially differ from what is
currently in place under Rule 11.16(a)-(d) \34\ and Rule 11.16(h)-
(j).\35\ The Exchange believes separating this text from Rule 11.22 is
appropriate in order to remain consistent with similar rule filings
proposed by other Exchanges.\36\
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\34\ These provisions outline the processes related to Market-
Wide Circuit Breaker halts.
\35\ These provisions outline the processes related to Market-
Wide Circuit Breaker testing.
\36\ PHLX's current Rule 3101, ``Trading Halts Due to
Extraordinary Market Volatility'' sets forth similar provisions
related to Market-Wide Circuit Breakers and Market-Wide Circuit
Breaker Testing. In turn, in its recent rule filing, PHLX's proposed
Rule 3100(b)(ii), which would state: ``The Exchange shall implement
a trading halt due to extraordinary market volatility, as set forth
in Rule 3101.'' See PHLX Proposal, supra note 13. Accordingly, the
Exchange believes it consistent to include the full text of these
relevant provisions in a separate rule (proposed Rule 11.23), with a
cross reference to such in its proposed Rule 11.22.
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Conforming Changes to Other Rules
The Exchange is proposing to modify Rule 11.10(a)(3), Rule
11.11(b), Rules 11.20(d)(2)(D) and (E), and Rule 14.1(b)(3) that cross
reference current Rules 11.16(e), 11.16(e), 11.16(b), 11.16(b), and
11.16, respectively. In light of the proposed deletion of Rule 11.16,
the Exchange proposes to modify the cross references in Rule
11.10(a)(3) and Rule 11.11(b) to cross reference proposed Rule
11.22(b)(1)(A)(i), which contains the same text as current Rule
[[Page 43164]]
11.16(e).\37\ The Exchange proposes to modify the cross references in
Rules 11.20(d)(D) and (E) to cross reference proposed Rule 11.23(b),
which also contains the same text as current Rule 11.16(b) \38\.
Lastly, the Exchange proposes to modify the cross references in Rule
14.1(b)(3) to cross reference proposed Rules 11.22 and 11.23, which
collectively will replace the current Rule 11.16.
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\37\ Current Rule 11.16(e) and proposed Rule 11.22(b)(1)(A)(i)
govern Limit Up-Limit Down procedures.
\38\ Current Rule 11.16(b) and proposed Rule 11.23(b) speak to
Market-Wide Circuit Breaker halts.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) of the Act,\39\ in general, and
furthers the objectives of Sections and 6(b)(5) of the Act,\40\ in
particular, in that it is designed to promote just and equitable
principles of trade, 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.
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\39\ 15 U.S.C. 78f(b).
\40\ 15 U.S.C. 78f(b)(5).
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As described above, the Exchange and other SROs are seeking to
adopt harmonized rules related to halting and resuming trading in U.S.-
listed equity securities. The Exchange believes that the proposed rules
will provide greater transparency and clarity with respect to the
situations in which trading will be halted and the process through
which that halt will be implemented and terminated. Particularly, the
proposed changes seek to achieve consistent results for participants
across U.S. equities exchanges while maintaining a fair and orderly
market, protecting investors and protecting the public interest. Based
on the foregoing, the Exchange believes that the proposed rules are
consistent with Section 6(b)(5) of the Act \41\ because they will
foster cooperation and coordination with persons engaged in regulating
and facilitating transactions in securities.
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\41\ Id.
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As discussed previously, the Exchange believes that the various
provisions of the proposed rules that will apply to all SROs are
focused on the type of cross-market event where a consistent approach
will assist market participants and reduce confusion during a crisis.
Because market participants often trade the same security across
multiple venues and trade securities listed on different exchanges as
part of a common strategy, the Exchange believes that the proposed
rules will lessen the risk that market participants holding a basket of
securities will have to deal with divergent outcomes depending on where
the securities are listed or traded. Conversely, the proposed rules
would still allow individual SROs to react differently to events that
impact various securities or markets in different ways. This avoids the
``brittle market'' risk where an isolated event at a single market
forces all markets trading equities securities to halt or halts trading
in all securities where the issue impacted only a subset of securities.
By addressing both concerns, the Exchange believes that the proposed
rules further the Act's goal of maintaining fair and orderly markets.
The Exchange believes that the proposed rules' focus of responsibility
on the Primary Listing Market for decisions related to a Regulatory
Halt and the resumption of trading is consistent with the Act, which
itself imposes obligations on exchanges with respect to issuers that
are listed. As is currently the case, the Primary Listing Market would
be responsible for the many regulatory functions related to its
listings, including the determination of when to declare a Regulatory
Halt. While these core responsibilities remain with the Primary Listing
Market, trading in the security can occur on multiple exchanges that
have unlisted trading privileges for the security, such as on the
Exchange, or in the over-the-counter market, regulated by FINRA. The
Exchange is responsible for monitoring activity on its own markets, but
also must honor a Regulatory Halt. The proposed changes relating to
Regulatory Halts would ensure that all SROs handle the situations
covered therein in a consistent manner that would prevent conflicting
outcomes in cross-market events and ensure that all trading centers
recognize a Regulatory Halt declared by the Primary Listing Market. The
changes are consistent with and implement the Amended Nasdaq UTP Plan.
The Exchange believes that the definitions in the proposed rules
are also consistent with the Act. The Exchange proposes adding a
definitions section as Rule 11.22(a) to consolidate the various
definitions that will be used in the Rule, some of which are taken from
the Amended Nasdaq UTP Plan. The Exchange is adopting a modified form
of the term ``Extraordinary Market Activity'' from the Amended Nasdaq
UTP Plan, as described above. In addition, several other definitions
have been moved into the definitions section from elsewhere in the
current rule without changes in the definitions. As noted, certain
definitions are consistent with the definitions in the Amended Nasdaq
UTP Plan, furthering the Act's goal of promoting fair and orderly
markets. For example, the Exchange is proposing to adopt a definition
of ``SIP Halt,'' to explicitly address a situation that may disrupt the
markets, and this definition is identical to the definition in the
Amended Nasdaq UTP Plan. In addition to ``SIP Halt,'' the Exchange is
adopting the following terms from the Amended Nasdaq UTP Plan:
``Operating Committee,'' ``Operational Halt,'' ``Primary Listing
Market,'' ``Processor,'' ``Regulatory Halt,'' ``Regular Trading
Hours,'' and ``SIP Halt Resume Time,'' as discussed above.
The Exchange believes that the proposed rules, which make halts
more consistent across exchange rules, are consistent with the Act in
that they will foster cooperation and coordination with persons engaged
in regulating the equities markets. In particular, the Exchange
believes it is important for SROs to coordinate when there is a
widespread and significant event, as multiple trading centers are
impacted in such an event. Further, while the Exchange recognizes that
the proposed rule will not guarantee a consistent result on every
market in all situations, the Exchange does believe that it will assist
in that outcome. While the proposed rules relating to Regulatory Halts
focus primarily on the kinds of cross-market events that would likely
impact multiple markets, individual SROs will still retain flexibility
to deal with unique products or smaller situations confined to a
particular market. Also consistent with the Act, and with the Amended
Nasdaq UTP Plan, is the Exchange's proposal in Rule 11.22(d) to address
Operational Halts, which are nonregulatory in nature and apply only to
the exchange that calls the halt. As noted earlier, the Exchange
presently has the ability to call an Operational Halt. The Exchange
believes that the markets would benefit from greater clarity regarding
when an Operational Halt may be appropriate. The proposed change is
designed to cover situations where the impact is limited to a single
market. For example, a disruption at the Exchange, such as a technical
issue affecting trading in one or more securities, could impact trading
on the Exchange so significantly that an Operational Halt is
appropriate in one or more securities. In such an instance, it would be
in the public interest to institute an Operational Halt to minimize the
impact of a disruption
[[Page 43165]]
that, if trading were allowed to continue, might negatively affect a
greater number of market participants. An Operational Halt does not
implicate other trading centers. Proposed Rule 11.22(d) would authorize
the Exchange to implement an Operational Halt for any security trading
on the Exchange: (i) if it is experiencing Extraordinary Market
Activity on the Exchange; or (ii) when otherwise necessary to maintain
a fair and orderly market or in the public interest. The Exchange
believes that the broader language provided by the definition of
Extraordinary Market Activity in proposed Rule 11.22(d) will better
serve the interests of investors by allowing the Exchange to act where
appropriate. Other sections of current Rule 11.16 are reorganized and
retained without substantive modifications into proposed Rule 11.23, as
described above.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section
6(b)(8) of the Act \42\ in that it does not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act as explained below. Importantly, the Exchange
believes the proposal will not impose a burden on intermarket
competition but will rather alleviate any burden on competition because
it is the result of a collaborative effort by all SROs to harmonize and
improve the process related to the halting and resumption of trading in
U.S.-listed equity securities, consistent with the Amended Nasdaq UTP
Plan. In this area, the Exchange believes that all SROs should have
consistent rules to the extent possible in order to provide additional
transparency and certainty to market participants and to avoid
inconsistent outcomes that could cause confusion and erode market
confidence. The proposed changes would ensure that all SROs handle the
situations covered therein in a consistent manner and ensure that all
trading centers handle a Regulatory Halt consistently. The Exchange
understands that all other non-Primary Listing Markets intend to file
proposals that are substantially similar to this proposal. The Exchange
does not believe that its proposals concerning Operational Halts impose
an undue burden on competition. Under the existing Rules, the Exchange
already possesses discretionary authority to impose Operational Halts
for various reasons and, as described earlier, the proposed Rule change
clarifies the circumstances in which the Exchange may impose such
Halts, and specifies procedures for both imposing and lifting them. The
Exchange does not intend for these proposals to have any competitive
impact whatsoever. Indeed, the Exchange expects that other exchanges
will adopt similar rules and procedures to govern operational halts, to
the extent that they have not done so already. The Exchange does not
believe that the proposed rule change imposes a burden on intramarket
competition because the provisions apply to all market participants
equally. In addition, information regarding the halting and resumption
of trading will be disseminated using several freely accessible sources
to ensure broad availability of information in addition to the SIP data
and proprietary data feeds offered by the Exchange and other SROs that
are available to subscribers. In addition, the declaration and timing
of trading halts and the resumption of trading is designed to avoid any
advantage to those who can react more quickly than other participants.
The proposals encourage early and frequent communication among the
SROs, SIPs and market participants to enable the dissemination of
timely and accurate information concerning the market to market
participants.
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\42\ 15 U.S.C. 78f(b)(8).
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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) of the Act \43\ and Rule 19b-
4(f)(6) \44\ thereunder.
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\43\ 15 U.S.C. 78s(b)(3)(A).
\44\ 17 CFR 240.19b-4.
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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 change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-MEMX-2023-11 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-MEMX-2023-11. This file
number should be included in 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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part of withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-MEMX-2023-11 and should be
submitted on or before July 27, 2023.
[[Page 43166]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\45\
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\45\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2023-14206 Filed 7-5-23; 8:45 am]
BILLING CODE 8011-01-P
