Securities and Exchange Commission March 2022 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (``Commission'') is proposing to amend Rule 3b-16 under Securities Exchange Act of 1934 (``Exchange Act''), which defines certain terms used in the statutory definition of ``exchange'' under Section 3(a)(1) of the Exchange Act to include systems that offer the use of non-firm trading interest and communication protocols to bring together buyers and sellers of securities. In addition, the Commission is re-proposing amendments to its regulations under the Exchange Act that were initially proposed in September 2020 for ATSs to take into consideration systems that may fall within the definition of exchange because of the proposed amendments and operate as an ATS. The Commission is re-proposing, with certain revisions, amendments to its regulations for ATSs that trade government securities as defined under Section 3(a)(42) of the Exchange Act (``government securities'') or repurchase and reverse repurchase agreements on government securities (``Government Securities ATSs''). The Commission is also proposing to amend Form ATS-N for NMS Stock ATSs, which would require existing NMS Stock ATSs to amend their existing disclosures. In addition, the Commission is proposing to amend the fair access rule for ATSs. The Commission is also proposing to require electronic filing of and to modernize Form ATS-R and Form ATS, which would require existing Form ATS filers to amend their existing disclosures. Further, the Commission is re-proposing amendments to its regulations regarding systems compliance and integrity to apply to ATSs that meet certain volume thresholds in U.S. Treasury Securities or in a debt security issued or guaranteed by a U.S. executive agency, or government-sponsored enterprise (``Agency Securities'').

The Securities and Exchange Commission (the ``Commission'') is proposing a new rule and related form pursuant to the Securities Exchange Act of 1934 (the ``Exchange Act''), including Section 13(f)(2), which was added by Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (``DFA''). The proposed rule and related form are designed to provide greater transparency through the publication of short sale related data to investors and other market participants. Under the rule, institutional investment managers that meet or exceed a specified reporting threshold would be required to report, on a monthly basis using the proposed form, specified short position data and short activity data for equity securities. In addition, the Commission is proposing a new rule under the Exchange Act to prescribe a new ``buy to cover'' order marking requirement, and proposing to amend the national market system plan governing the consolidated audit trail (``CAT'') created pursuant to the Exchange Act to require the reporting of ``buy to cover'' order marking information and reliance on the bona fide market making exception in the Commission's short sale rules. The Commission is publishing the text of the proposed amendments to the CAT NMS Plan in a separate notice.