Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Fee Schedule, 42558-42561 [2024-10593]

Download as PDF 42558 Federal Register / Vol. 89, No. 95 / Wednesday, May 15, 2024 / Notices effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b–4(f)(6)(iii) thereunder.15 A proposed rule change filed under Rule 19b–4(f)(6) 16 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),17 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange states that waiver of the 30-day operative delay would be consistent with the protection of investors and the public interest because it would allow the Exchange to offer, and therefore ensure that Users could access, the NYSE Pillar Depth market data feed when it is available. For these reasons, the Commission finds that waiver of the operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.18 At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) 19 of the Act to determine whether the proposed rule change should be approved or disapproved. lotter on DSK11XQN23PROD with NOTICES1 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: 15 17 CFR 240.19b–4(f)(6)(iii). In addition, Rule 19b–4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 16 17 CFR 240.19b–4(f)(6). 17 17 CFR 240.19b–4(f)(6)(iii). 18 For purposes only of accelerating the operative date of this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 19 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 19:12 May 14, 2024 Jkt 262001 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– NYSE–2024–25 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–NYSE–2024–25. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 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 or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NYSE–2024–25 and should be submitted on or before June 5, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.20 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–10596 Filed 5–14–24; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–100092; File No. SR– PEARL–2024–23] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Fee Schedule May 9, 2024. Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 30, 2024, MIAX PEARL, LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing a proposal to amend the fee schedule (the ‘‘Fee Schedule’’) applicable to MIAX Pearl Equities, an equities trading facility of the Exchange. The text of the proposed rule change is available on the Exchange’s website at https://www.miaxglobal.com/markets/ us-equities/pearl-equities/rule-filings, at MIAX Pearl’s principal office, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. BILLING CODE 8011–01–P 1 15 20 17 PO 00000 CFR 200.30–3(a)(12). Frm 00139 Fmt 4703 Sfmt 4703 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. E:\FR\FM\15MYN1.SGM 15MYN1 Federal Register / Vol. 89, No. 95 / Wednesday, May 15, 2024 / Notices A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to: (1) amend the Definitions and General Notes sections of the Fee Schedule to consolidate and relocate text regarding certain days and circumstances that the Exchange excludes from its calculation each month for purposes of determining an Equity Member’s 3 qualification for the Exchange’s transaction pricing tiers and incentives; and (2) include additional days that the Exchange will exclude from its calculation each month for purposes of determining an Equity Member’s qualification for the Exchange’s transaction pricing tiers and incentives. Currently, the Definitions section of the Fee Schedule includes a sentence that states that the Exchange excludes from its calculation of ADAV,4 ADV,5 and NBBO Set Volume 6 shares added or removed on any day that the Exchange’s system experiences a disruption that lasts for more than 60 minutes during regular trading hours, on any day with a scheduled early market close, and on the ‘‘Russell Reconstitution Day’’ (typically the last Friday in June). The Definitions section of the Fee Schedule also includes a sentence that states that the Exchange excludes from its calculation of TCV 7 volume on any given day that the Exchange’s system experiences a disruption that lasts for more than 60 minutes during Regular Trading Hours,8 on any day with a scheduled early market close, and on the ‘‘Russell Reconstitution Day’’ (typically the last Friday in June). The General Notes section of the Fee Schedule includes a sentence that states lotter on DSK11XQN23PROD with NOTICES1 3 The term ‘‘Equity Member’’ is a Member authorized by the Exchange to transact business on MIAX Pearl Equities. See Exchange Rule 1901. 4 The term ‘‘ADAV’’ means average daily added volume calculated as the number of shares added per day and ‘‘ADV’’ means average daily volume calculated as the number of shares added or removed, combined, per day. ADAV and ADV are calculated on a monthly basis. ‘‘NBBO Set Volume’’ means the ADAV in all securities of an Equity Member that sets the NBB or NBO on MIAX Pearl Equities. See the Definitions section of the Fee Schedule. 5 See id. 6 See id. 7 The term ‘‘TCV’’ means total consolidated volume calculated as the volume in shares reported by all exchanges and reporting facilities to a consolidated transaction reporting plan for the month for which the fees apply. See the Definitions section of the Fee Schedule. 8 The term ‘‘Regular Trading Hours’’ means the time between 9:30 a.m. and 4:00 p.m. Eastern Time. See Exchange Rule 1901. VerDate Sep<11>2014 19:12 May 14, 2024 Jkt 262001 that for the purpose of determining qualification for the rebates described in Level B and Level C of the Market Quality Tier columns in the NBBO Setter Plus Program (referred to herein as the ‘‘NBBO Program’’),9 the Exchange will exclude from its calculation: (1) any trading day that the Exchange’s system experiences a disruption that lasts for more than 60 minutes during regular trading hours; (2) any day with a scheduled early market close; and (3) the ‘‘Russell Reconstitution Day’’ (typically the last Friday in June).10 The Exchange now proposes to reorganize the Definitions section and the General Notes section of the Fee Schedule to consolidate the texts of current days and circumstances that the Exchange excludes from its calculation of ADAV, ADV, and TCV, and relocate the texts of those exclusions from the Definitions section to the General Notes section of the Fee Schedule. The Exchange also proposes to delete the reference to ‘‘Level B and Level C’’ of the Market Quality Tier columns of the NBBO Program in the final sentence of the General Notes section as all Levels of the Market Quality Tier columns of the NBBO Program are subject to the same trading days and circumstances for volume exclusions currently provided by the Exchange. The Exchange believes that the proposed changes would provide greater clarity to market participants regarding the days and circumstances that the Exchange excludes volume from its calculation of ADAV, ADV, TCV, NBBO Set Volume and Levels of the Market Quality Tier columns of the NBBO Program. The Exchange notes that these proposed changes do not alter the current days or circumstances pursuant to which the Exchange excludes volume from its monthly calculation of an Equity Member’s qualification for the Exchange’s transaction pricing tiers and incentives. Next, the Exchange proposes to include in the list of days excluded from such calculations any day that the MSCI Equities Indexes are rebalanced (‘‘MSCI Rebalance Day’’), which occur on a quarterly basis each year, and any day that the S&P 400, S&P 500, and S&P 600 Indexes are rebalanced (‘‘S&P Rebalance Day’’), which also occur on a quarterly basis each year. For the same reasons that the Exchange currently excludes the day that Russell Investments reconstitutes its family of indexes (‘‘Russell Reconstitution Day’’) from these 9 See Fee Schedule, Section 1)c). the General Notes section of the Fee Schedule. 10 See PO 00000 Frm 00140 Fmt 4703 Sfmt 4703 42559 calculations,11 the Exchange believes it is appropriate to exclude MSCI Rebalance Days and S&P Rebalance Days from these calculations in the same manner, as such days typically have extraordinarily high and/or abnormally distributed trading volumes, which the Exchange believes is attributed to market participants who are not generally as active entering the market to rebalance their holdings inline with these rebalances, and the Exchange believes this change to normal activity may affect an Equity Member’s ability to meet the applicable volume thresholds under its volume-based tiers and incentive programs, as well as the daily quoting requirements under the NBBO Program. The Exchange notes that the proposed exclusion of MSCI Rebalance Days and S&P Rebalance Days from the relevant calculations would be applied in the same manner that the Exchange currently excludes system disruption days, scheduled early market close days, and the Russell Reconstitution Day from such calculations. The proposed changes are based on substantively similar exclusions provided by at least one other competing equities exchange.12 The Exchange also proposes to relocate the following two sentences from the Definitions section to the General Notes section of the Fee Schedule: • Routed shares are not included in the ADAV or ADV calculation. • With prior notice to the Exchange, an Equity Member may aggregate ADAV or ADV with other Equity Members that control, are controlled by, or are under common control with such Equity Member (as evidenced on such Equity Member’s Form BD). The Exchange does not propose to amend the text of either of the above 11 See Securities Exchange Act Release Nos. 93979 (January 14, 2022), 87 FR 3151 (January 20, 2022) (SR–PEARL–2022–01) (excluding the Russell Reconstitution Day from the calculation ADAV, ADV and TCV); 94926 [sic] (May 17, 2022), 87 FR 31269 (May 23, 2022) (SR–PEARL–2022–21) (excluding the Russell Reconstitution Day from the calculation of certain Market Quality Tiers of the NBBO Program). 12 See MEMX LLC (‘‘MEMX’’) Equities Fee Schedule, Notes Section (‘‘The Exchange excludes from its calculations of ADAV, ADV and TCV, and for purposes of determining qualification for the Displayed Liquidity Incentive: (1) any trading day that the Exchange’s system experiences a disruption that lasts for more than 60 minutes during regular trading hours; (2) the day that Russell Investments reconstitutes its family of indexes (i.e., the last Friday in June); (3) any day that the MSCI Equities Indexes are rebalanced (i.e., on a quarterly basis); (4) any day that the S&P 400, S&P 500, and S&P 600 Indexes are rebalanced (i.e., on a quarterly basis); and (5) any day with a scheduled early market close.’’). See Securities Exchange Act Release No. 94590 (April 4, 2022), 87 FR 20892 (April 8, 2022) (SR–MEMX–2022–05 [sic]). E:\FR\FM\15MYN1.SGM 15MYN1 42560 Federal Register / Vol. 89, No. 95 / Wednesday, May 15, 2024 / Notices sentences. The purpose of this change is to provide consistency and clarity within the Fee Schedule so that all notes regarding exclusions and volume aggregation are now included in the General Notes section of the Fee Schedule, while keeping definitions for defined terms solely in the Definitions section of the Fee Schedule. lotter on DSK11XQN23PROD with NOTICES1 Implementation The proposed changes are effective beginning May 1, 2024. 2. Statutory Basis The Exchange believes that the proposal is consistent with the provisions of Section 6 of the Act,13 in general, and with Sections 6(b)(4) and 6(b)(5) of the Act,14 in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Equity Members and other persons using its facilities and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange believes that the proposed rule changes to consolidate and relocate text regarding certain excluded trading days is reasonable and not designed to permit unfair discrimination between customers and market participants because the changes will provide greater clarity regarding the days that the Exchange excludes from its calculation of ADAV, ADV, TCV, and NBBO Set Volume for purposes of determining an Equity Member’s qualification for the Exchange’s transaction pricing tiers and incentives. The Exchange believes it is reasonable and not unfairly discriminatory to ensure that the Fee Schedule is clear and concise to all market participants. The Exchange also notes that these proposed changes do not alter the current method by which the Exchange excludes certain days and circumstances. The Exchange believes that the proposed exclusion of MSCI Rebalance Days and S&P Rebalance Days from the relevant calculations is reasonable and appropriate because, as described above, MSCI Rebalance Days and S&P Rebalance Days typically have extraordinarily high and/or abnormally distributed trading volumes which, in turn, may affect an Equity Member’s ability to meet the applicable volume thresholds and/or daily quoting requirements under its transaction pricing tiers/incentives, and the Exchange believes that excluding such days from the relevant calculations for 13 15 14 15 U.S.C. 78f. U.S.C. 78f(b)(4) and (5). VerDate Sep<11>2014 19:12 May 14, 2024 purposes of determining an Equity Member’s qualification for such tiers/ incentives. Additionally, the Exchange believes that the proposed rule change is equitable and not unfairly discriminatory because it will apply to all Equity Members uniformly, in that each Equity Member’s volume and quoting activities for purposes of pricing tiers/incentives would continue to be calculated in a uniform manner and would now exclude MSCI Rebalance Days and S&P Rebalance Days, in addition to the exclusions the Exchange currently provides. The Exchange believes its proposal to relocate certain text from the Definitions section to the General Notes section of the Fee Schedule regarding the exclusion for routed shares from ADAV and ADV calculations and the ability of an Equity Member to aggregate certain volume is reasonable because it will provide consistency and clarity within the Fee Schedule such that all exclusions and volume aggregation notes will now be located in the General Notes section of the Fee Schedule. For the reasons discussed above, the Exchange submits that the proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of the Act 15 in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Equity Members and other persons using its facilities and is not designed to unfairly discriminate between customers, issuers, brokers, or dealers. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposal will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Rather, as described above, the proposed rule changes are designed to provide greater clarity regarding the days that the Exchange excludes from its calculation of ADAV, ADV, TCV, and NBBO Set Volume for the purpose of determining and Equity Member’s qualification for the Exchange’s transaction pricing tiers and incentives. In addition, the proposed exclusion of MSCI Rebalance Days and S&P Rebalance Days from the relevant calculations is intended to avoid affecting Equity Members’ ability to meet the applicable volume thresholds and/or quoting requirements to qualify for the Exchange’s transaction pricing tiers/incentives due to the abnormal trading volumes and market conditions typically experienced in the equities markets on MSCI Rebalance Days and S&P Rebalance Days. Inter-Market Competition The Exchange does not believe the proposal would impose any burden on inter-market competition that is not necessary or appropriate in furtherance of the purposes of the Act, as the Exchange believes the proposal is not concerned with competitive issues, but rather relates to calculation methodologies applicable to its pricing tiers/incentives. Intra-Market Competition Additionally, the Exchange believes the proposal would not impose any burden on intra-market competition that is not necessary or appropriate in furtherance of the purposes of the Act because, as described above, the proposal will apply to all Equity Members uniformly and in the same manner that the Exchange currently excludes system disruption days and the Russell Reconstitution Day from such calculations. The Exchange believes its proposal to relocate certain text from the Definitions section to the General Notes section of the Fee Schedule regarding the exclusion for routed shares from ADAV and ADV calculations and the ability of an Equity Member to aggregate certain volume will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act because it will provide consistency and clarity within the Fee Schedule such that all exclusions and volume aggregation notes will now be located in the General Notes section of the Fee Schedule. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act,16 and Rule 19b–4(f)(2) 17 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, 16 15 15 15 Jkt 262001 PO 00000 U.S.C. 78f(b)(4) and (5). Frm 00141 Fmt 4703 Sfmt 4703 17 17 E:\FR\FM\15MYN1.SGM U.S.C. 78s(b)(3)(A)(ii). CFR 240.19b–4(f)(2). 15MYN1 Federal Register / Vol. 89, No. 95 / Wednesday, May 15, 2024 / Notices or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Sherry R. Haywood, Assistant Secretary. 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: BILLING CODE 8011–01–P lotter on DSK11XQN23PROD with NOTICES1 Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– PEARL–2024–23 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–PEARL–2024–23. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 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 or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–PEARL–2024–23 and should be submitted on or before June 5, 2024. VerDate Sep<11>2014 19:12 May 14, 2024 Jkt 262001 [FR Doc. 2024–10593 Filed 5–14–24; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–100096; File No. SR– NYSEAMER–2024–27] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Connectivity Fee Schedule May 9, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on April 29, 2024, NYSE American LLC (‘‘NYSE American’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Connectivity Fee Schedule (‘‘Fee Schedule’’) regarding colocation services and fees to update the list of included data products. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00142 Fmt 4703 Sfmt 4703 42561 set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Connectivity Fee Schedule (‘‘Fee Schedule’’) regarding colocation services and fees to update the list of included data products (‘‘Included Data Products’’). Currently, the table of Included Data Products in Colocation Note 4 sets forth the market data feeds that Users 4 can connect to at no additional cost when they purchase a service that includes access to the LCN or IP network.5 The NYSE has filed to establish the ‘‘NYSE Pillar Depth’’ market data feed.6 Accordingly, the Exchange proposes to update the table of Included Data Products to include the NYSE Pillar Depth market data feed. In addition, in the current table the NYSE American Options and NYSE Arca Options market data feeds offered are not broken out.7 Accordingly, the Exchange proposes to do so now. To implement the proposed rule change, the Exchange proposes to update the table of Included Data Products as follows (proposed additions italicized): NYSE: 4 For purposes of the Exchange’s colocation services, a ‘‘User’’ means any market participant that requests to receive colocation services directly from the Exchange. See Securities Exchange Act Release No. 76009 (September 29, 2015), 80 FR 60213 (October 5, 2015) (SR–NYSEMKT–2015–67). As specified in the Fee Schedule, a User that incurs colocation fees for a particular colocation service pursuant thereto would not be subject to colocation fees for the same colocation service charged by the Exchange’s affiliates the New York Stock Exchange LLC (‘‘NYSE’’), NYSE Arca, Inc. (‘‘NYSE Arca’’), NYSE Chicago, Inc. (‘‘NYSE Chicago’’), and NYSE National Inc. (‘‘NYSE National’’ and together, the ‘‘Affiliate SROs’’). Each Affiliate SRO has submitted substantially the same proposed rule change to propose the changes described herein. See SR– NYSE–2024–25, SR–NYSEARCA–2024–35, SR– NYSECHX–2024–16, and SR–NYSENAT–2024–14. 5 See Securities Exchange Act Release No. 79728 (January 4, 2017), 82 FR 3035 (January 10, 2017) (SR–NYSEMKT–2016–126) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE MKT Equities Price List and the NYSE Amex Options Fee Schedule Related to Colocation Services To Increase LCN and IP Network Fees and Add a Description of Access To Trading and Execution Services and Connectivity to Included Data Products). 6 See Securities Exchange Act Release No. 100030 (April 25, 2024) (SR–NYSE–2024–24) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Establish the NYSE Pillar Depth Data Feed). 7 See 82 FR 3035, Note 5, supra. E:\FR\FM\15MYN1.SGM 15MYN1

Agencies

[Federal Register Volume 89, Number 95 (Wednesday, May 15, 2024)]
[Notices]
[Pages 42558-42561]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-10593]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100092; File No. SR-PEARL-2024-23]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX 
Pearl Equities Fee Schedule

May 9, 2024.
    Pursuant to the provisions of Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on April 30, 2024, MIAX PEARL, LLC (``MIAX Pearl'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the fee schedule (the 
``Fee Schedule'') applicable to MIAX Pearl Equities, an equities 
trading facility of the Exchange.
    The text of the proposed rule change is available on the Exchange's 
website at https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings, at MIAX Pearl's principal office, and at the 
Commission's Public Reference Room.

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

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

[[Page 42559]]

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

1. Purpose
    The purpose of the proposed rule change is to: (1) amend the 
Definitions and General Notes sections of the Fee Schedule to 
consolidate and relocate text regarding certain days and circumstances 
that the Exchange excludes from its calculation each month for purposes 
of determining an Equity Member's \3\ qualification for the Exchange's 
transaction pricing tiers and incentives; and (2) include additional 
days that the Exchange will exclude from its calculation each month for 
purposes of determining an Equity Member's qualification for the 
Exchange's transaction pricing tiers and incentives.
---------------------------------------------------------------------------

    \3\ The term ``Equity Member'' is a Member authorized by the 
Exchange to transact business on MIAX Pearl Equities. See Exchange 
Rule 1901.
---------------------------------------------------------------------------

    Currently, the Definitions section of the Fee Schedule includes a 
sentence that states that the Exchange excludes from its calculation of 
ADAV,\4\ ADV,\5\ and NBBO Set Volume \6\ shares added or removed on any 
day that the Exchange's system experiences a disruption that lasts for 
more than 60 minutes during regular trading hours, on any day with a 
scheduled early market close, and on the ``Russell Reconstitution Day'' 
(typically the last Friday in June). The Definitions section of the Fee 
Schedule also includes a sentence that states that the Exchange 
excludes from its calculation of TCV \7\ volume on any given day that 
the Exchange's system experiences a disruption that lasts for more than 
60 minutes during Regular Trading Hours,\8\ on any day with a scheduled 
early market close, and on the ``Russell Reconstitution Day'' 
(typically the last Friday in June). The General Notes section of the 
Fee Schedule includes a sentence that states that for the purpose of 
determining qualification for the rebates described in Level B and 
Level C of the Market Quality Tier columns in the NBBO Setter Plus 
Program (referred to herein as the ``NBBO Program''),\9\ the Exchange 
will exclude from its calculation: (1) any trading day that the 
Exchange's system experiences a disruption that lasts for more than 60 
minutes during regular trading hours; (2) any day with a scheduled 
early market close; and (3) the ``Russell Reconstitution Day'' 
(typically the last Friday in June).\10\
---------------------------------------------------------------------------

    \4\ The term ``ADAV'' means average daily added volume 
calculated as the number of shares added per day and ``ADV'' means 
average daily volume calculated as the number of shares added or 
removed, combined, per day. ADAV and ADV are calculated on a monthly 
basis. ``NBBO Set Volume'' means the ADAV in all securities of an 
Equity Member that sets the NBB or NBO on MIAX Pearl Equities. See 
the Definitions section of the Fee Schedule.
    \5\ See id.
    \6\ See id.
    \7\ The term ``TCV'' means total consolidated volume calculated 
as the volume in shares reported by all exchanges and reporting 
facilities to a consolidated transaction reporting plan for the 
month for which the fees apply. See the Definitions section of the 
Fee Schedule.
    \8\ The term ``Regular Trading Hours'' means the time between 
9:30 a.m. and 4:00 p.m. Eastern Time. See Exchange Rule 1901.
    \9\ See Fee Schedule, Section 1)c).
    \10\ See the General Notes section of the Fee Schedule.
---------------------------------------------------------------------------

    The Exchange now proposes to reorganize the Definitions section and 
the General Notes section of the Fee Schedule to consolidate the texts 
of current days and circumstances that the Exchange excludes from its 
calculation of ADAV, ADV, and TCV, and relocate the texts of those 
exclusions from the Definitions section to the General Notes section of 
the Fee Schedule. The Exchange also proposes to delete the reference to 
``Level B and Level C'' of the Market Quality Tier columns of the NBBO 
Program in the final sentence of the General Notes section as all 
Levels of the Market Quality Tier columns of the NBBO Program are 
subject to the same trading days and circumstances for volume 
exclusions currently provided by the Exchange. The Exchange believes 
that the proposed changes would provide greater clarity to market 
participants regarding the days and circumstances that the Exchange 
excludes volume from its calculation of ADAV, ADV, TCV, NBBO Set Volume 
and Levels of the Market Quality Tier columns of the NBBO Program. The 
Exchange notes that these proposed changes do not alter the current 
days or circumstances pursuant to which the Exchange excludes volume 
from its monthly calculation of an Equity Member's qualification for 
the Exchange's transaction pricing tiers and incentives.
    Next, the Exchange proposes to include in the list of days excluded 
from such calculations any day that the MSCI Equities Indexes are 
rebalanced (``MSCI Rebalance Day''), which occur on a quarterly basis 
each year, and any day that the S&P 400, S&P 500, and S&P 600 Indexes 
are rebalanced (``S&P Rebalance Day''), which also occur on a quarterly 
basis each year.
    For the same reasons that the Exchange currently excludes the day 
that Russell Investments reconstitutes its family of indexes (``Russell 
Reconstitution Day'') from these calculations,\11\ the Exchange 
believes it is appropriate to exclude MSCI Rebalance Days and S&P 
Rebalance Days from these calculations in the same manner, as such days 
typically have extraordinarily high and/or abnormally distributed 
trading volumes, which the Exchange believes is attributed to market 
participants who are not generally as active entering the market to 
rebalance their holdings in-line with these rebalances, and the 
Exchange believes this change to normal activity may affect an Equity 
Member's ability to meet the applicable volume thresholds under its 
volume-based tiers and incentive programs, as well as the daily quoting 
requirements under the NBBO Program. The Exchange notes that the 
proposed exclusion of MSCI Rebalance Days and S&P Rebalance Days from 
the relevant calculations would be applied in the same manner that the 
Exchange currently excludes system disruption days, scheduled early 
market close days, and the Russell Reconstitution Day from such 
calculations. The proposed changes are based on substantively similar 
exclusions provided by at least one other competing equities 
exchange.\12\
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release Nos. 93979 (January 14, 
2022), 87 FR 3151 (January 20, 2022) (SR-PEARL-2022-01) (excluding 
the Russell Reconstitution Day from the calculation ADAV, ADV and 
TCV); 94926 [sic] (May 17, 2022), 87 FR 31269 (May 23, 2022) (SR-
PEARL-2022-21) (excluding the Russell Reconstitution Day from the 
calculation of certain Market Quality Tiers of the NBBO Program).
    \12\ See MEMX LLC (``MEMX'') Equities Fee Schedule, Notes 
Section (``The Exchange excludes from its calculations of ADAV, ADV 
and TCV, and for purposes of determining qualification for the 
Displayed Liquidity Incentive: (1) any trading day that the 
Exchange's system experiences a disruption that lasts for more than 
60 minutes during regular trading hours; (2) the day that Russell 
Investments reconstitutes its family of indexes (i.e., the last 
Friday in June); (3) any day that the MSCI Equities Indexes are 
rebalanced (i.e., on a quarterly basis); (4) any day that the S&P 
400, S&P 500, and S&P 600 Indexes are rebalanced (i.e., on a 
quarterly basis); and (5) any day with a scheduled early market 
close.''). See Securities Exchange Act Release No. 94590 (April 4, 
2022), 87 FR 20892 (April 8, 2022) (SR-MEMX-2022-05 [sic]).
---------------------------------------------------------------------------

    The Exchange also proposes to relocate the following two sentences 
from the Definitions section to the General Notes section of the Fee 
Schedule:
     Routed shares are not included in the ADAV or ADV 
calculation.
     With prior notice to the Exchange, an Equity Member may 
aggregate ADAV or ADV with other Equity Members that control, are 
controlled by, or are under common control with such Equity Member (as 
evidenced on such Equity Member's Form BD).
    The Exchange does not propose to amend the text of either of the 
above

[[Page 42560]]

sentences. The purpose of this change is to provide consistency and 
clarity within the Fee Schedule so that all notes regarding exclusions 
and volume aggregation are now included in the General Notes section of 
the Fee Schedule, while keeping definitions for defined terms solely in 
the Definitions section of the Fee Schedule.
Implementation
    The proposed changes are effective beginning May 1, 2024.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
provisions of Section 6 of the Act,\13\ in general, and with Sections 
6(b)(4) and 6(b)(5) of the Act,\14\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees and other charges 
among its Equity Members and other persons using its facilities and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f.
    \14\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule changes to consolidate 
and relocate text regarding certain excluded trading days is reasonable 
and not designed to permit unfair discrimination between customers and 
market participants because the changes will provide greater clarity 
regarding the days that the Exchange excludes from its calculation of 
ADAV, ADV, TCV, and NBBO Set Volume for purposes of determining an 
Equity Member's qualification for the Exchange's transaction pricing 
tiers and incentives. The Exchange believes it is reasonable and not 
unfairly discriminatory to ensure that the Fee Schedule is clear and 
concise to all market participants. The Exchange also notes that these 
proposed changes do not alter the current method by which the Exchange 
excludes certain days and circumstances.
    The Exchange believes that the proposed exclusion of MSCI Rebalance 
Days and S&P Rebalance Days from the relevant calculations is 
reasonable and appropriate because, as described above, MSCI Rebalance 
Days and S&P Rebalance Days typically have extraordinarily high and/or 
abnormally distributed trading volumes which, in turn, may affect an 
Equity Member's ability to meet the applicable volume thresholds and/or 
daily quoting requirements under its transaction pricing tiers/
incentives, and the Exchange believes that excluding such days from the 
relevant calculations for purposes of determining an Equity Member's 
qualification for such tiers/incentives. Additionally, the Exchange 
believes that the proposed rule change is equitable and not unfairly 
discriminatory because it will apply to all Equity Members uniformly, 
in that each Equity Member's volume and quoting activities for purposes 
of pricing tiers/incentives would continue to be calculated in a 
uniform manner and would now exclude MSCI Rebalance Days and S&P 
Rebalance Days, in addition to the exclusions the Exchange currently 
provides.
    The Exchange believes its proposal to relocate certain text from 
the Definitions section to the General Notes section of the Fee 
Schedule regarding the exclusion for routed shares from ADAV and ADV 
calculations and the ability of an Equity Member to aggregate certain 
volume is reasonable because it will provide consistency and clarity 
within the Fee Schedule such that all exclusions and volume aggregation 
notes will now be located in the General Notes section of the Fee 
Schedule.
    For the reasons discussed above, the Exchange submits that the 
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of 
the Act \15\ in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its Equity Members and 
other persons using its facilities and is not designed to unfairly 
discriminate between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposal will result in any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Rather, as described above, the 
proposed rule changes are designed to provide greater clarity regarding 
the days that the Exchange excludes from its calculation of ADAV, ADV, 
TCV, and NBBO Set Volume for the purpose of determining and Equity 
Member's qualification for the Exchange's transaction pricing tiers and 
incentives. In addition, the proposed exclusion of MSCI Rebalance Days 
and S&P Rebalance Days from the relevant calculations is intended to 
avoid affecting Equity Members' ability to meet the applicable volume 
thresholds and/or quoting requirements to qualify for the Exchange's 
transaction pricing tiers/incentives due to the abnormal trading 
volumes and market conditions typically experienced in the equities 
markets on MSCI Rebalance Days and S&P Rebalance Days.
Inter-Market Competition
    The Exchange does not believe the proposal would impose any burden 
on inter-market competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as the Exchange believes the 
proposal is not concerned with competitive issues, but rather relates 
to calculation methodologies applicable to its pricing tiers/
incentives.
Intra-Market Competition
    Additionally, the Exchange believes the proposal would not impose 
any burden on intra-market competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because, as 
described above, the proposal will apply to all Equity Members 
uniformly and in the same manner that the Exchange currently excludes 
system disruption days and the Russell Reconstitution Day from such 
calculations.
    The Exchange believes its proposal to relocate certain text from 
the Definitions section to the General Notes section of the Fee 
Schedule regarding the exclusion for routed shares from ADAV and ADV 
calculations and the ability of an Equity Member to aggregate certain 
volume will result in any burden on competition that is not necessary 
or appropriate in furtherance of the purposes of the Act because it 
will provide consistency and clarity within the Fee Schedule such that 
all exclusions and volume aggregation notes will now be located in the 
General Notes section of the Fee Schedule.

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

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\16\ and Rule 19b-4(f)(2) \17\ 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,

[[Page 42561]]

or otherwise in furtherance of the purposes of the Act. If the 
Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule should be approved 
or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \17\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-PEARL-2024-23 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-PEARL-2024-23. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
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 or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-PEARL-2024-23 and should be 
submitted on or before June 5, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

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

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-10593 Filed 5-14-24; 8:45 am]
BILLING CODE 8011-01-P
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