Sunshine Act Meetings, 58847-58848 [2024-16048]
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Federal Register / Vol. 89, No. 139 / Friday, July 19, 2024 / Notices
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affirmative Commission finding.161 Any
failure of the plan participants that filed
the NMS plan filing to provide such
detail and specificity may result in the
Commission not having a sufficient
basis to make an affirmative finding that
the NMS plan filing is consistent with
the Exchange Act and the applicable
rules and regulations thereunder.162
V. Commission’s Solicitation of
Comments
The Commission requests that
interested persons provide written
submissions of their views, data, and
arguments with respect to the issues
identified above, as well as any other
concerns they may have with the
Proposed Cost Savings Amendments. In
particular, the Commission invites the
written views of interested persons
concerning whether the Proposed Cost
Savings Amendments are consistent
with the Exchange Act, the rules and
regulations thereunder, or any other
provisions of the CAT NMS Plan. The
Commission asks that commenters
address the sufficiency and merit of the
Participants’ statements in support of
the Proposed Cost Savings
Amendments, in addition to any other
comments they may wish to submit
about the proposed rule changes.
To consider the impact of the
Proposed Cost Savings Amendments on
efficiency, competition, and capital
formation,163 the Commission requests
additional information. In particular:
• To understand the effect of the
Proposed Cost Savings Amendments on
the operational efficiency of the Central
Repository (and the follow-on effects on
market efficiency, competition, and
capital formation), the Commission
requests additional details and
underlying calculations used to estimate
the cost savings as well as information
on the costs to the Plan Processor of
implementing each element of each of
the proposed amendments (e.g., some
amendments would require coding
changes, which would impose costs).
The Commission also requests more
specific information on data processes,
such as processes for identifying and
tracking linkage-related errors without
the use of an interim CAT-Order-ID, that
inform on how the Proposed Cost
Savings Amendments affect operational
efficiency.
• To understand the effect of the
Proposed Cost Savings Amendments on
regulatory efficiency (and follow-on
161 Id.
162 Id.
163 The Commission is required to consider the
impact of amendments to the CAT NMS Plan on
efficiency, competition, and capital formation. See
17 CFR 242.613(a)(5).
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effects on investor protection and
capital formation), in addition to the
three ‘‘Eliminated Enhancements’’
discussed in the SRO Letter,164 the
Commission requests more information
on data elements—namely, a list of
fields and variables for various event
types in current CAT Data—that would
no longer be directly available, would
only be available indirectly (via
notifications or making of requests to
the Plan Processor or other entities), or
would be available on a delay relative
to today. The Commission also requests
information on existing substitutes for
such data elements (e.g., substitutes for
interim CAT-Order-ID), and on how
these substitutes could be used by data
users to alleviate any reductions in
regulatory efficiency.
Although there do not appear to be
any issues relevant to approval or
disapproval that would be facilitated by
an oral presentation of views, data, and
arguments, the Commission will
consider, pursuant to Rule 608(b)(2)(i)
of Regulation NMS,165 any request for
an opportunity to make an oral
presentation.166
Interested persons are invited to
submit written data, views, and
arguments regarding whether the
Proposed Cost Savings Amendments
should be approved or disapproved by
August 9, 2024. Any person who wishes
to file a rebuttal to any other person’s
submission must file that rebuttal by
August 23, 2024. 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 4–
698 (CAT Cost Savings Amendment) 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 4–698 (CAT Cost Savings
Amendment). This file number should
be included on the subject line if email
is used. To help the Commission
process and review your comments
SRO Letter at 5.
165 17 CFR 242.608(b)(2)(i).
166 Rule 700(c)(ii) of the Commission’s Rules of
Practice provides that ‘‘[t]he Commission, in its sole
discretion, may determine whether any issues
relevant to approval or disapproval would be
facilitated by the opportunity for an oral
presentation of views.’’ 17 CFR 201.700(c)(ii).
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164 See
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58847
more efficiently, please use only one
method. The Commission will post all
comments on the Commission’s internet
website (https://www.sec.gov/rules/
sro.shtml). Copies of the submission, all
subsequent amendments, all written
statements with respect to the proposed
rule change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the
Participants’ principal offices. 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 4–698 (CAT Cost
Savings Amendment) and should be
submitted on or before August 9, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.167
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–15908 Filed 7–18–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
FEDERAL REGISTER CITATION OF PREVIOUS
ANNOUNCEMENT: 89 FR 57457, July 15,
2024.
PREVIOUSLY ANNOUNCED TIME AND DATE OF
THE MEETING: Thursday, July 18, 2024 at
2:00 p.m.
The Closed
Meeting scheduled for Thursday, July
18, 2024, at 2:00 p.m., has been
cancelled.
CHANGES IN THE MEETING:
CONTACT PERSON FOR MORE INFORMATION:
For further information; please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Authority: 5 U.S.C. 552b.
167 17
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CFR 200.30–3(a)(85).
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58848
Federal Register / Vol. 89, No. 139 / Friday, July 19, 2024 / Notices
Dated: July 17, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–16048 Filed 7–17–24; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–100539; File No. 10–240]
In the Matter of the Application of MIAX
Sapphire, LLC for Registration as a
National Securities Exchange;
Findings, Opinion, and Order of the
Commission
July 15, 2024.
I. Introduction
On September 26, 2023, MIAX
Sapphire, LLC (‘‘MIAX Sapphire’’ or
‘‘Exchange’’) submitted to the Securities
and Exchange Commission
(‘‘Commission’’) a Form 1 application
(‘‘Form 1’’) under the Securities
Exchange Act of 1934 (‘‘Act’’), seeking
registration as a national securities
exchange under Section 6 of the Act.1
Notice of the Form 1 was published for
comment in the Federal Register on
October 19, 2023.2 On December 21,
2023, MIAX Sapphire consented to an
extension of time to March 1, 2024 for
Commission consideration of its Form
1.3 The Commission received two
comment letters on the Form 1 and two
letters from MIAX Sapphire responding
to one of the comment letters.4 On
February 28, 2024, MIAX Sapphire
consented to an additional extension of
time to July 15, 2024 for Commission
consideration of its Form 1.5 On May
1 15
U.S.C. 78f.
Securities Exchange Act Release No. 34–
98746 (Oct. 13, 2023), 88 FR 72116 (‘‘Notice’’).
3 See Letter from Thomas P. Gallagher, Chairman
of the Board, MIAX Sapphire, dated Dec. 21, 2023,
available at: https://www.sec.gov/comments/10240/10240-319979-832562.pdf.
4 See Letter from Greg Ferrari, Vice President,
U.S. Options, Nasdaq, Inc., dated Nov. 27, 2023
(‘‘Nasdaq Letter’’); Letter from Gregory P. Ziegler,
Vice President, Senior Counsel, MIAX Sapphire,
dated Feb. 5, 2024 (‘‘MIAX Sapphire Letter’’); Letter
from Gregory P. Ziegler, Vice President, Senior
Counsel, MIAX Sapphire, dated Apr. 10, 2024
(‘‘MIAX Sapphire Letter II’’); Letter from James J.
Angel, Associate Professor of Finance, Georgetown
University, dated Apr. 17, 2024 (‘‘Angel Letter’’).
Comments received on MIAX Sapphire’s Form 1
(File No. 10–240) are available on the Commission’s
website at: https://www.sec.gov/comments/10-240/
10-240.htm.
5 See Letter from Thomas P. Gallagher, Chairman
of the Board, MIAX Sapphire, dated Feb. 28, 2024,
available at: https://www.sec.gov/comments/10240/10240-436699-1083602.pdf.
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2 See
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22, 2024, MIAX Sapphire submitted
Amendment No. 1 to the Form 1.6
For the reasons set forth below, this
order approves MIAX Sapphire’s
application, as amended, for registration
as a national securities exchange.
consistent with Section 11A of the
Act.10 Finally, the Commission finds
that MIAX Sapphire’s proposed rules do
not impose any burden on competition
not necessary or appropriate in
furtherance of the purposes of the Act.11
II. Statutory Standards
III. Discussion
Under Sections 6(b) and 19(a) of the
Act,7 the Commission shall by order
grant an application for registration as a
national securities exchange if the
Commission finds, among other things,
that the proposed exchange is so
organized and has the capacity to carry
out the purposes of the Act and to
comply, and to enforce compliance by
its members and persons associated
with its members, with the provisions of
the Act, the rules and regulations
thereunder, and the rules of the
exchange.
As discussed in greater detail below,
the Commission finds that MIAX
Sapphire’s application, as amended, for
exchange registration meets the
requirements of the Act and the rules
and regulations thereunder. Further, the
Commission finds that the proposed
rules of MIAX Sapphire are consistent
with Section 6 of the Act in that, among
other things, they assure a fair
representation of the exchange’s
members in the selection of its directors
and administration of its affairs and
provide that one or more directors will
be representative of issuers and
investors and not be associated with a
member of the exchange, or with a
broker or dealer; 8 and that they are
designed to prevent fraudulent and
manipulative acts and practices,
promote just and equitable principles of
trade, foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities,
and remove impediments to and perfect
the mechanism of a free and open
market and a national market system
and, in general, protect investors and
the public interest, and are not designed
to permit unfair discrimination between
customers, issuers, brokers or dealers.9
The Commission also finds that the
proposed rules of MIAX Sapphire are
6 See Letter from Thomas P. Gallagher, Chairman
of the Board, MIAX Sapphire, dated May 22, 2024,
available at: https://www.sec.gov/files/rules/other/
2024/sapphire-form-1-cover-page-amendment1.pdf. In Amendment No. 1, MIAX Sapphire
submitted an updated Exhibit B (MIAX Sapphire
Options Exchange Rules) to its Form 1.
7 15 U.S.C. 78f(b) and 15 U.S.C. 78s(a),
respectively.
8 See 15 U.S.C. 78f(b)(3).
9 See 15 U.S.C. 78f(b)(5).
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A. Governance of MIAX Sapphire
1. MIAX Sapphire Board of Directors
The board of directors of MIAX
Sapphire (‘‘Exchange Board’’ or ‘‘MIAX
Sapphire Board’’) will be its governing
body and will possess all of the powers
necessary for the management of its
business and affairs, including
governance of MIAX Sapphire as a selfregulatory organization (‘‘SRO’’).12
Under the MIAX Sapphire By-Laws:
• The Exchange Board will be
composed of not less than ten
Directors; 13
• One Director will be the Chief
Executive Officer of MIAX Sapphire; 14
• The number of Non-Industry
Directors,15 including at least one
Director who has no material
relationship with MIAX Sapphire or any
affiliate of MIAX Sapphire, or any
Exchange Member 16 or any affiliate of
any such Exchange Member
(‘‘Independent Director’’),17 will equal
or exceed the sum of the number of
10 See
15 U.S.C. 78k–1.
15 U.S.C. 78f(b)(8).
12 See By-Laws of MIAX Sapphire (‘‘MIAX
Sapphire By-Laws’’), Article II, Section 2.1. See also
Amended and Restated Limited Liability Company
Agreement of MIAX Sapphire (‘‘MIAX Sapphire
LLC Agreement’’), Section 9(a). The MIAX Sapphire
By-Laws have been established pursuant to the
MIAX Sapphire LLC Agreement.
13 See MIAX Sapphire By-Laws, Article II, Section
2.2(a). ‘‘Director’’ means the persons elected or
appointed to the Exchange Board from time to time
in accordance with the MIAX Sapphire LLC
Agreement and MIAX Sapphire By-Laws in their
capacity as managers of MIAX Sapphire. See MIAX
Sapphire By-Laws, Article I(j).
14 See MIAX Sapphire By-Laws, Article II, Section
2.2(b).
15 ‘‘Non-Industry Director’’ means a Director who
is an Independent Director or any other individual
who would not be an Industry Director. See MIAX
Sapphire By-Laws, Article I(aa).
16 ‘‘Exchange Member’’ means any registered
broker or dealer that has been admitted to
membership in the national securities exchange
operated by MIAX Sapphire. See MIAX Sapphire
By-Laws, Article I(n).
17 See MIAX Sapphire By-Laws, Article I(p).
Provided, however, that an individual who
otherwise qualifies as an Independent Director shall
not be disqualified from serving in such capacity
solely because such Director is a Director of MIAX
Sapphire or Miami International Holdings, Inc.
(‘‘Miami Holdings’’). See id.
11 See
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]]>Agencies
[Federal Register Volume 89, Number 139 (Friday, July 19, 2024)]
[Notices]
[Pages 58847-58848]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-16048]
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SECURITIES AND EXCHANGE COMMISSION
Sunshine Act Meetings
FEDERAL REGISTER CITATION OF PREVIOUS ANNOUNCEMENT: 89 FR 57457, July
15, 2024.
PREVIOUSLY ANNOUNCED TIME AND DATE OF THE MEETING: Thursday, July 18,
2024 at 2:00 p.m.
CHANGES IN THE MEETING: The Closed Meeting scheduled for Thursday,
July 18, 2024, at 2:00 p.m., has been cancelled.
CONTACT PERSON FOR MORE INFORMATION: For further information; please
contact Vanessa A. Countryman from the Office of the Secretary at (202)
551-5400.
Authority: 5 U.S.C. 552b.
[[Page 58848]]
Dated: July 17, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-16048 Filed 7-17-24; 11:15 am]
BILLING CODE 8011-01-P
