81248 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices 

35See the MIAX Options Fee Schedule. 

36 15 U.S.C. 78s(b)(3)(A)(ii). 

37 17 CFR 240.19b–4(f)(2). 

38 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

As noted above, the proposed fee 

schedule would apply to all subscribers 

of the ToM, AIS and MOR data feeds, 

and customers may choose whether to 

subscribe to any or all of the feeds. The 

Exchange also believes that the 

proposed fees neither favor nor penalize 

one or more categories of market 

participants in a manner that would 

impose an undue market on 

competition. Further, the Exchange’s 

proposed market data fee levels, as 

described herein, are comparable to fee 

levels charged by other options 

exchanges for the same or similar 

services, including those fees assessed 

by the Exchange’s affiliate, MIAX.35

The Exchange believes that the 

proposed market data fees do not place 

certain market participants at a relative 

disadvantage to other market 

participants because the fees do not 

apply unequally to different size market 

participants, but instead would allow 

the Exchange charge for the time and 

resource necessary for providing market 

data to the market participants that 

request such data. Accordingly, the 

Exchange believes that the proposed 

market data fees do not favor certain 

categories of market participants in a 

manner that would impose a burden on 

competition. 

Inter-Market Competition 

The Exchange believes that the 

proposed fees do not impose a burden 

on competition or on other SROs that is 

not necessary or appropriate. In setting 

the proposed fees, the Exchange was 

constrained by the availability of 

numerous substitute trading platforms 

and services also offering market data 

products and trading capabilities, and 

low barriers to entry mean new 

exchanges are frequently introduced. In 

addition, the Exchange believes that the 

proposed fees do not impose a burden 

on competition or on other exchanges 

that is not necessary or appropriate 

because of the availability of numerous 

substitute market data products. Many 

other exchanges offer proprietary data 

feeds similar to the Exchange’s ToM, 

AIS and MOR data feeds. Because 

market data users can find suitable 

substitute feeds, an exchange that 

overprices its market data products 

stands a high risk that users may 

substitute another platform, in which 

case the platform would stand to lose 

both market data and trading fees. These 

competitive pressures ensure that no 

one exchange’s market data fees can 

impose an unnecessary burden on 

competition, and the Exchange’s 

proposed fees do not do so here. 

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,36 and Rule 

19b–4(f)(2) 37 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 Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

EMERALD–2020–16 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–EMERALD–2020–16. 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 (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–EMERALD–2020–16, and 

should be submitted on or before 

January 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27488 Filed 12–14–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90611; File No. SR–MSRB– 

2020–08] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Granting Approval of a 

Proposed Rule Change To Amend 

MSRB Form G–32 

December 9, 2020. 

I. Introduction 

On October 13, 2020, the Municipal 

Securities Rulemaking Board (the 

‘‘MSRB’’ or ‘‘Board’’) filed with the 

Securities and Exchange Commission 

(the ‘‘SEC’’ or ‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend MSRB Form G–32 to 

clarify that brokers, dealers, and 

municipal securities dealers 

(collectively, ‘‘dealers’’ and, 

individually, each a ‘‘dealer’’) acting as 

underwriters in the primary offering of 

municipal securities are obligated to 

manually complete three data fields 

(collectively, the ‘‘Amended Data 

Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices 81249 

3MSRB Form G–32 is an electronic form on 

which submissions of the information required by 

Rule G–32 are made to the MSRB. 

4Securities Exchange Act Release No. 34–90248 

(October 22, 2020) (the ‘‘Notice of Filing’’), 85 FR 

68395 (October 28, 2020). 

5See Notice of Filing. 

6Securities Exchange Act Release No. 34–86219 

(June 27, 2019), 84 FR 31961 (July 3, 2019) (File No. 

SR–MSRB–2019–07). (The Primary Offering 

Practices Amendments authorized updates to Form 

G–32 that will add the BQ Data Field, the PAC 

Bond Data Field, the Put Date Field, as well as the 

sixty-three other new data fields, upon their 

effective date of March 31, 2021.) 

7See Notice of Filing. 

8 Id. 

9 Id. 

10 Id. 

11 Id. 

12 Id. 

13 Id. 

14 Id. 

15 Id. 

16 Id. 

17See Primary Offering Practices Amendments, 

supra Note 6. 

18See Notice of Filing. 

19 Id. 

Fields’’) on Amended Form G–32 when 

such fields are applicable to a primary 

offering (the ‘‘proposed rule change’’).3

The proposed rule change was 

published for comment in the Federal 

Register on October 28, 2020.4 In the 

Notice of Filing, the MSRB requested 

that the proposed rule change become 

effective on March 31, 2021.5

The Commission did not receive any 

comment letters on the proposed rule 

change. 

II. Description of Proposed Rule Change 

In the Notice of Filing, the MSRB 

stated that the purpose of the proposed 

rule change is to clarify a prior rule 

filing submitted to the SEC on April 10, 

2019 and that was subsequently 

approved by the SEC, as amended, on 

June 27, 2019 (the ‘‘Primary Offering 

Practices Amendments’’) that added 

new data fields to Form G–32.6 The 

proposed rule change seeks to clarify 

that the description within the Primary 

Offering Practices Amendments that 

describes the Amended Data Fields for 

three specific data fields as generally 

being ‘‘auto-populated’’ is incorrect and 

that these three data fields must be 

manually completed. The proposed rule 

change also describes the precise 

method by which underwriters must 

complete these new data fields.7

A. MSRB Form G–32 Data Fields 

Impacted by Proposed Rule 

The MSRB stated that the proposed 

rule change is meant to clarify that 

brokers, dealers, and municipal 

securities dealers acting as underwriters 

in the primary offering of municipal 

securities are obligated to manually 

complete three data fields on Amended 

Form G–32 when such fields are 

applicable to a primary offering.8

Further, the MSRB stated that the 

proposed rule change would clarify the 

method of completing Amended Form 

G–32 for the following three data fields: 

• Bank Qualified Flag (‘‘BQ Data 

Field’’): The proposed rule change 

would clarify the ‘‘yes/no’’ flag on 

amended Form G–32 would, when 

applicable, need to be manually 

completed by an underwriter to indicate 

whether a bank can deduct a portion of 

the interest cost of the carry for the 

municipal securities, in accordance 

with applicable provisions of the code 

of the Internal Revenue Service. 

• Planned Amortization Class Bond 

Flag (‘‘PAC Bond Data Field’’): The 

proposed rule change would clarify that 

the ‘‘yes/no’’ flag on amended Form 

G–32 would, when applicable, need to 

be manually completed to indicate 

whether the offering is an asset-backed 

bond payable with a fixed sinking fund 

schedule. 

• Put End Date Entry (‘‘Put Date 

Field’’): The proposed rule change 

would clarify that data fields on Form 

G–32 relating to whether the offering is 

puttable would, when applicable, need 

to be manually completed to indicate 

when a put end date is defined at the 

time of issuance.9

The MSRB stated its belief that the 

proposed rule change is necessary to 

more clearly define the compliance 

obligation of an underwriter when 

completing one of the Amended Manual 

Fields on Amended Form G–32, and, 

thereby, would promote greater 

regulatory transparency in the 

municipal securities market.10 The 

MSRB noted that the proposed rule 

change is intended to put market 

participants on notice that, when 

applicable, the Amended Manual Fields 

will not auto-populate on Amended 

Form G–32 with information input into 

the New Issue Information 

Dissemination Service (‘‘NIIDS’’), and 

thus must be manually completed.11

B. Overview of MSRB Form G–32 

Submission Process 

The MSRB stated that pursuant to 

MSRB Rule G–32, an ‘‘underwriter’’ in 

a primary offering of municipal 

securities is required to electronically 

submit to the MSRB certain primary 

offering disclosure documents and 

related information, including the data 

elements set forth on Form G–32.12 This 

submission is completed through the 

MSRB’s Electronic Municipal Market 

Access Dataport system (‘‘EMMA 

Dataport’’).13 The MSRB noted that an 

underwriter’s submission of Form G–32 

in EMMA Dataport is commonly, but 

not always, preceded by the 

underwriter’s (1) procurement of CUSIP 

numbers from CUSIP Global Services, 

(2) registration of the municipal 

securities for depository eligibility with 

the Depository Trust and Clearing 

Corporation (‘‘DTCC’’), and (3) 

submission of certain information about 

the characteristics of the offering to 

NIIDS, all generally pursuant to MSRB 

Rule G–34.14 As described in the 

Primary Offering Practices Amendments 

and prior amendments approved in 

2012, Form G–32 incorporates matching 

data fields relating to certain 

information submitted to NIIDS and 

CUSIP Global Services and, thereby, 

facilitates the MSRB’s collection of 

market information utilized in various 

rulemaking and transparency 

activities.15

The MSRB discussed in the Notice of 

Filing how the Primary Offering 

Practices Amendments described each 

of the New Data Fields added to Form 

G–32 as falling into one of two 

categories: (1) Data fields that generally 

would be auto-populated with 

information previously entered by an 

underwriter in NIIDS (collectively, the 

‘‘Auto-Populated Fields’’) and (2) data 

fields that would be unique to Amended 

Form G–32 and, when applicable, 

would need to be completed via manual 

data entry because they could not be 

auto-populated with matching NIIDS 

information (collectively, the ‘‘Manual 

Fields’’).16 The Primary Offering 

Practices Amendments identified fiftyseven Auto-Populated Fields and nine 

Manual Fields.17 The three Amended 

Manual Fields that are the subject of 

this proposed rule change were 

originally categorized as part of the fiftyseven Auto-Populated Fields, because 

the MSRB understood, at that time, that 

there was a corresponding data field 

match in NIIDS that would allow for the 

PAC Bond Data Field, the BQ Data 

Field, and the Put Date Field, 

respectively, to be auto-populated in 

EMMA Dataport, when applicable.18

The MSRB stated that it now 

understands that, although DTCC’s 

NIIDS system may allow for an 

underwriter to input information 

corresponding to the Amended Manual 

Fields, presently, this information is not 

disseminated by DTCC to the MSRB’s 

EMMA Dataport.19 Consequently, under 

the current design of DTCC’s system, the 

MSRB does not receive the electronic 

inputs necessary to auto-populate these 

three fields on Amended Form G–32. 

Thus, the MSRB determined it was 

81250 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices 

20 Id. 

21 15 U.S.C. 78o–4(b)(2)(C). 

22 Id. 23 15 U.S.C. 78c(f). 

24 15 U.S.C. 78s(b)(2). 

25 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b. 

5As discussed below, SR–FINRA–2020–015 and 

SR–FINRA–2020–027 respectively provide 

temporary relief from some timing, method of 

service and other procedural requirements in 

FINRA rules and allow FINRA’s Office of Hearing 

appropriate and necessary to provide 

guidance to filers clarifying the need to 

manually input information relating to 

the Amended Data Fields, when 

applicable, on Amended Form G–32.20

III. Discussion and Commission 

Findings 

The Commission has carefully 

considered the proposed rule change. 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to the MSRB. 

In particular, the proposed rule 

change is consistent with Section 

15B(b)(2)(C) of the Act.21 Section 

15B(b)(2)(C) of the Act states that the 

MSRB’s rules shall be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in municipal securities and municipal 

financial products, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products, and, in general, to 

protect investors, municipal entities, 

obligated persons, and the public 

interest.22 The Commission believes the 

proposed rule change is consistent with 

Section 15B(b)(2)(C) and necessary and 

appropriate to ensure the MSRB 

receives accurate and complete primary 

offering information in a timely manner. 

Further, the Commission notes that the 

clarification that underwriters are 

obligated to manually complete the 

three Amended Manual Fields on 

Amended Form G–32 applies to all 

applicable filers and ensures the 

accurate and timely completion of 

Amended Form G–32. 

The Commission believes the 

proposed rule change would promote 

just and equitable principles of trade by 

resolving potential regulatory 

ambiguities and making clear that, when 

the filing of Amended Form G–32 is 

required in connection with a primary 

offering, an underwriter is effectively 

required to ensure that all applicable 

fields are complete and accurate, which 

may require manually completing these 

three fields on Amended Form G–32. 

The clarifications made by the proposed 

rule change would assist any dealer who 

acts, or may act, as an underwriter of a 

primary offering of municipal securities 

in completing Form G–32 accurately. 

The Commission also believes the 

proposed rule change would foster 

cooperation and coordination with 

persons engaged in regulating and 

processing information with respect to 

transactions in municipal securities and 

municipal financial products. The 

Commission believes that the benefits of 

the proposed rule change will not only 

accrue to dealer firms, but also to 

regulated-entity examiners, other 

regulators, and data vendors by 

mitigating potential ambiguity and 

confusion. Just as it would be beneficial 

to dealer firms to have a uniform 

clarified understanding of the regulatory 

obligations associated with Amended 

Form G–32, the proposed rule change 

would similarly benefit these other 

market participants by ensuring that the 

data submitted on Amended Form G–32 

is complete and accurate regardless of 

whether the dealer directly interfaces 

with NIIDS or utilizes the interface of a 

third-party vendor. 

In approving the proposed rule 

change, the Commission also has 

considered the impact of the proposed 

rule change on efficiency, competition, 

and capital formation.23 The 

Commission does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The Commission 

understands the clarification will apply 

equally to all applicable underwriters 

without imposing an additional burden 

within the filing process. Moreover, 

since the proposed rule change is 

intended to increase regulatory 

transparency regarding the obligation of 

underwriters to manually complete the 

Amended Manual Fields, the 

Commission believes the proposed 

change should increase the efficiency of 

underwriters fulfilling their obligations 

under Rule G–32, as underwriters 

would be on notice of the lack of autopopulation for these three fields on 

Amended Form G–32 and, thereby, may 

avoid certain costs associated with 

resolving a potentially ambiguous 

regulatory obligation. The Commission 

believes the proposed rule change will 

help market participants avoid the 

potential for regulatory 

misinterpretation and confusion, which 

promotes a fairer and more efficient 

municipal securities market. 

For the reasons noted above, the 

Commission believes that the proposed 

rule change is consistent with the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,24 that the 

proposed rule change (SR–MSRB–2020– 

08) be, and hereby is, approved. 

For the Commission, pursuant to delegated 

authority.25

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27482 Filed 12–14–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90619; File No. SR–FINRA– 

2020–042] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Extend the Expiration 

Date of the Temporary Amendments 

Set Forth in SR–FINRA–2020–015 and 

SR–FINRA–2020–027 

December 9, 2020. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

1, 2020, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

substantially by FINRA. FINRA filed the 

proposed rule change as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 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 

FINRA is proposing to extend the 

expiration date of the temporary 

amendments set forth in SR–FINRA– 

2020–015 and SR–FINRA–2020–027 

from December 31, 2020, to April 30, 

2021.5 Given that both SR–FINRA–