Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4139 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1901. 

4See Exchange Rule 2614(c)(3). 

5The term ‘‘MIAX PEARL Equities Book’’ means 

the electronic book of orders in equity securities 

maintained by the System. See Exchange Rule 1901. 

The term ‘‘System’’ means the automated trading 

system used by the Exchange for the trading of 

securities. See Exchange Rule 100. 

6See Cboe Global Markets, U.S Equities Market 

Volume Summary, available at https://

markets.cboe.com/us/equities/market_share/. 

7See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/ 

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

8See supra note 6. 

9See Securities Exchange Act Release No. 90102 

(October 6, 2020), 85 FR 64559 (October 13, 2020) 

(SR–PEARL–2020–17). 

10See Securities Exchange Act Release No. 90400 

(November 12, 2020), 85 FR 73550 (November 18, 

2020) (SR–PEARL–2020–24). 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

CboeEDGX–2020–064 and should be 

submitted on or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00818 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90894; File No. SR– 

PEARL–2020–37] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule Regarding Tape B Securities 

January 11, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

31, 2020, MIAX PEARL, LLC (‘‘MIAX 

PEARL’’ or ‘‘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 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing a proposal to 

amend the fee schedule applicable for 

MIAX PEARL Equities, an equities 

trading facility of the Exchange (the 

‘‘Fee Schedule’’).3 The proposed 

changes will become effective January 1, 

2021. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl 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. 

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 amend the MIAX PEARL 

Equities Fee Schedule to increase the 

rebate for displayed orders 4 that add 

liquidity in Tape B securities priced at 

or above $1.00 to the MIAX PEARL 

Equities Book 5 from $0.0032 to $0.0035 

per share. The Exchange also proposes 

to decrease the fee for orders that 

remove liquidity in Tape B Securities 

priced at or above $1.00 from the MIAX 

PEARL Equities Book from $0.0028 to 

$0.0027 per share. 

The Exchange does not propose to 

amend the rates to add or remove 

liquidity in Tapes A and C securities. 

The rebate provided to displayed orders 

that add liquidity in Tapes A and C 

securities priced at or above $1.00 will 

remain $0.0032 per share and the fee to 

remove liquidity in Tape A and C 

securities priced at or above $1.00 will 

remain $0.0028 per share. Lastly, the 

Exchange proposes to amend the Fee 

Schedule to delineate the rates 

applicable to displayed orders that add 

liquidity and orders that remove 

liquidity in Tapes A, B, and C securities 

priced at or above $1.00. 

The Exchange operates in a highly 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive or rebates/incentives to be 

insufficient. More specifically, the 

Exchange is only one of several equities 

venues (including both registered 

exchanges and various alternative 

trading systems) to which market 

participants may direct their order flow 

and execute their trades. Indeed, equity 

trading is currently dispersed across 16 

exchanges,6 31 alternative trading 

systems,7 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly available information, no single 

registered equities exchange currently 

has more than approximately 20% of 

total market share.8 Thus, in such a lowconcentrated and highly competitive 

market, no single equities trading venue 

possesses significant pricing power in 

the execution of trades, and, the 

Exchange currently represents a very 

small percentage of the overall market. 

The purpose of this proposed change 

is for business and competitive reasons. 

As a new entrant into the equities 

market, the Exchange initially adopted a 

rebate of $0.0028 per share for displayed 

orders that add liquidity and fee of 

$0.0028 per share for orders that remove 

liquidity in securities priced at or above 

$1.00.9 The Exchange later increased the 

rebate for displayed orders that add 

liquidity in securities priced at or above 

$1.00 to $0.0032 per share to further 

encourage market participants to submit 

displayed orders to the Exchange.10 The 

fee to remove liquidity in securities 

priced at or above $1.00 has been 

unchanged since its adoption. 

The Exchange now believes that it is 

appropriate to increase the rebate to 

$0.0035 per share for displayed orders 

that add liquidity in Tape B securities 

priced at or above $1.00. The Exchange 

believes that this proposed increased 

rebate will result in encouraging market 

participants to submit more displayed 

orders to the Exchange, thereby 

increasing displayed order liquidity on 

the MIAX PEARL Equities Book, which 

should benefit all Exchange participants 

by providing more trading opportunities 

and tighter spreads. The Exchange also 

believes a corresponding change to 

decrease the fee to $0.0027 per share for 

orders that remove liquidity in Tape B 

securities priced at or above $1.00 is 

similarly appropriate. The Exchange 

believes the decreased fee would 

4140 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5) [sic]. 

13The term ‘‘Equity Member’’ means a Member 

authorized by the Exchange to transact business on 

MIAX PEARL Equities. See Exchange Rule 1901. 

14See the NYSE Arca, Inc. (‘‘NYSE Arca’’) fee 

schedule available at https://www.nyse.com/ 

publicdocs/nyse/markets/nyse-arca/NYSE_Arca_

Marketplace_Fees.pdf (providing a rebate as high as 

$0.0034 per share for Tape B securities under Step 

Up Tier 4). See also footnotes 1, 12, and 13 of the 

Cboe BZX Exchange, Inc. (‘‘BZX’’) fee schedule 

available at https://www.cboe.com/us/equities/ 

membership/fee_schedule/ (providing cumulative 

rebate as high as $0.0034 per share for Tape B 

Securities). 

15 Id. 

16See the Cboe EDGX Exchange, Inc. (‘‘EDGX’’) 

available at https://www.cboe.com/us/equities/ 

membership/fee_schedule/edgx/ (providing a 

standard fee of $0.0027 per share to orders that 

remove liquidity). See also the New York Stock 

Exchange LLC (‘‘NYSE’’) fee schedule available at 

https://www.nyse.com/markets/nyse/trading-info/ 

fees (providing fees to ‘‘take’’ liquidity ranging from 

$0.0024—$0.00275 depending on the type of market 

participant, order, and execution). 

17See the NYSE Arca fee schedule available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nyse-arca/NYSE_Arca_Marketplace_Fees.pdf 

(providing separate varying fees and rebates for 

Tape A, B, and C securities with a rebate as high 

as $0.0034 per share for Tape B securities under 

Step Up Tier 4). See also footnotes 1, 12, and 13 

of the BZX fee schedule available at https://

www.cboe.com/us/equities/membership/fee_

schedule/ (providing tier rebates only for Tape B 

Securities). 

18See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496 (June 29, 2005) (File 

No. S7–10–04) (‘‘Regulation NMS’’). 

19See Securities Exchange Act Release No. 82873 

(March 14, 2018), 83 FR 13008 (March 26, 2018) 

(File No. S7–05–18) (Transaction Fee Pilot for NMS 

Stocks). 

20See supra note 6. 

21See supra note 7. 

22See supra note 6. 

similarly encourage market participants 

to enter liquidity removing orders on 

the Exchange, thereby increasing the 

execution opportunities for the 

displayed orders resting on the MIAX 

PEARL Equities Book. 

The proposed changes will become 

effective on January 1, 2021. The 

Exchange does not propose any other 

changes to the MIAX PEARL Equities 

Fee Schedule. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 11

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 12 in 

particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among its members and issuers 

and other persons using its facilities. As 

discussed above, the Exchange operates 

in a highly fragmented and competitive 

market. The Commission has repeatedly 

expressed its preference for competition 

over regulatory intervention in 

determining prices, products, and 

services in the securities markets. 

Market participants can readily direct 

order flow to competing venues if they 

deem fee levels at a particular venue to 

be excessive or rebates/incentives to be 

insufficient. The Exchange believes that 

the amended Fee Schedule reflects a 

simple and competitive pricing 

structure, which is designed to 

incentivize market participants to add 

aggressively priced displayed liquidity 

and direct their order flow to the 

Exchange. The proposed changes are not 

unfairly discriminatory because they 

will apply equally to all Equity 

Members.13

The Exchange believes the proposed 

increased rebate for displayed orders 

that add liquidity in Tape B securities 

priced at or above $1.00 will continue 

to promote price discovery and price 

formation and deepen liquidity, thereby 

enhancing market quality to the benefit 

of all Equity Members and investors. 

The Exchange further believes the 

proposed increased rebate is reasonable 

because it would uniformly provide a 

rebate of $0.0035 per share to displayed 

orders in Tape B securities priced at or 

above $1.00 traded on the Exchange. 

The proposed rebate is also comparable 

to that provided by other exchanges.14

However, those exchanges provide a 

tiered pricing structure that provides a 

comparable rebate for orders that add 

liquidity in Tape B securities only when 

certain volume thresholds are met.15

The Exchange believes its proposed 

decreased fee of $0.0027 per share for 

orders that remove liquidity in Tape B 

securities priced at or above $1.00 is 

reasonable, equitable and not unfairly 

discriminatory because it will apply to 

all orders in Tape B securities from all 

market participants and regardless of 

whether they are displayed or nondisplayed. The proposed decreased fee 

should encourage market participants to 

enter liquidity removing orders on the 

Exchange, thereby increasing the 

execution opportunities for the 

displayed orders resting on the MIAX 

PEARL Equities Book. Therefore, 

coupled with the proposed increased 

rebate, the decreased fee should 

improve liquidity and price discovery in 

Tape B securities on the MIAX PEARL 

Equities Book. Lastly, the Exchange 

notes that the proposed decreased fee is 

also comparable to or lower than the 

standard fee to remove liquidity charged 

by other exchanges.16

Providing separate rates for orders in 

Tape A, B, and C securities is also 

equitable and reasonable because it is 

similar to pricing structures offered by 

other national securities exchanges that 

the Exchange directly competes with.17

Further, the Exchange believes the 

proposed changes will encourage 

additional order flow on the Exchange 

resulting in greater liquidity to the 

benefit of all market participants on the 

Exchange by providing more trading 

opportunities in Tape B securities. The 

Exchange also continues to believe that 

it is reasonable, equitable and not 

unfairly discriminatory to provide a 

higher rebate to displayed orders that 

add liquidity than to non-displayed 

orders as this rebate structure is 

designed to incentivize Equity Members 

to send the Exchange displayed orders, 

thereby contributing to price discovery 

and price formation, consistent with the 

overall goal of enhancing market 

quality. 

Further, the Commission and the 

courts have repeatedly expressed their 

preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. In Regulation NMS, 

while adopting a series of steps to 

improve the current market model, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 18

As the Commission itself recognized, 

the market for trading services in NMS 

stocks has become ‘‘more fragmented 

and competitive.’’ 19 Indeed, equity 

trading is currently dispersed across 16 

exchanges,20 31 alternative trading 

systems,21 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange currently has more than 

20% market share (whether including or 

excluding auction volume).22 Therefore, 

no exchange possesses significant 

pricing power in the execution of equity 

order flow. More specifically, the 

Exchange only recently launched 

trading operations on September 25, 

2020, and thus has a market share of 

approximately less than 1% of executed 

volume of equities trading. 

The Exchange has designed its 

proposed changes to continue to balance 

the need to attract order flow as a new 

exchange entrant with the desire to 

continue to provide a simple fee 

structure to market participants. The 

Exchange believes its proposed changes 

will enable it to continue to compete for 

order flow, particularly in Tape B 

securities. The Exchange believes that 

the ever-shifting market share among 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4141 

23See supra note 18. 

24 15 U.S.C. 78s(b)(3)(A)(ii). 

25 17 CFR 240.19b–4(f)(2). 

the exchanges from month to month 

demonstrates that market participants 

can shift order flow, or discontinue or 

decrease use of certain categories of 

products, in response to fee changes. 

With respect to non-marketable orders 

which provide liquidity on an exchange, 

Equity Members can choose from any 

one of the 16 currently operating 

registered exchanges to route such order 

flow. Accordingly, competitive forces 

reasonably constrain exchange 

transaction fees that relate to orders that 

would provide displayed liquidity on an 

exchange. Stated otherwise, changes to 

exchange transaction fees can have a 

direct effect on the ability of an 

exchange to compete for order flow. 

Given this competitive environment, the 

Exchange’s proposed changes represent 

a reasonable attempt to attract order 

flow to a new exchange entrant. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed fee change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. Rather, the 

Exchange believes that the proposed 

change would encourage the submission 

of additional order flow to a public 

exchange, thereby promoting market 

depth, execution incentives and 

enhanced execution opportunities, as 

well as price discovery and 

transparency for all Equity Members 

and non-Equity Members. As a result, 

the Exchange believes that the proposed 

change furthers the Commission’s goal 

in adopting Regulation NMS of fostering 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 23

The Exchange does not believe that 

the proposed fee change will impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

To the contrary, the Exchange believes 

that the proposed fee change will 

increase competition and is intended to 

draw volume to the Exchange. The 

Exchange believes that the ever-shifting 

market share among the exchanges from 

month to month demonstrates that 

market participants can shift order flow 

or discontinue to decrease use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, and market 

participants can readily trade on 

competing venues if they deem pricing 

levels at those other venues to be more 

favorable. As a new exchange, the 

Exchange faces intense competition 

from existing exchanges and other nonexchange venues that provide markets 

for equities trading. The proposed 

increased rebate and decreased fee for 

Tape B securities are intended to attract 

liquidity to the Exchange, much like the 

way other exchanges offer multiple 

incentives to their participants, 

including tiered pricing that provides 

higher rebates or discounted executions. 

These other exchanges will be able to 

modify such incentives to compete with 

the Exchange. 

Further, while pricing incentives do 

cause shifts of liquidity between trading 

centers, market participants make 

determinations on where to provide 

liquidity or route orders to take liquidity 

based on factors other than pricing, 

including technology, functionality, and 

other considerations. Consequently, the 

Exchange believes that the degree to 

which its proposed changes could 

impose any burden on competition is 

extremely limited, and does not believe 

that such increased rebate and 

decreased fee for Tape B securities 

would burden competition between 

Equity Members or competing venues in 

a manner that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

The Exchange does not believe that 

the proposed increased rebate and 

decreased fee for Tape B securities will 

impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed changes will apply equally to 

all Equity Members. The proposed 

increased rebate is intended to 

encourage market participants to add 

liquidity to the Exchange by providing 

a rebate that is comparable to those 

offered by other exchanges, which the 

Exchange believes will help to 

encourage Equity Members to send 

orders to the Exchange to the benefit of 

all Exchange participants. Meanwhile, 

the proposed decreased fee is similarly 

intended to encourage market 

participants to send liquidity removing 

orders to attempt to execute against the 

orders that add liquidity to the MIAX 

PEARL Equities Book. The proposed 

rates are equally applicable to all market 

participants and, therefore, the 

Exchange does not believe they will 

impose any inappropriate burden on 

intramarket competition. 

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,24 and Rule 

19b–4(f)(2) 25 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– 

PEARL–2020–37 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–2020–37. 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 

4142 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

26 17 CFR 200.30–3(a)(12). 

1See Notice of Filing of a National Market System 

Plan Regarding Consolidated Equity Market Data, 

Securities Exchange Act Release No. 34–90096 (Oct. 

6, 2020), 85 FR 64565 (Oct. 13, 2020) (‘‘Notice’’). 

Comments received in response to the Notice can 

be found on the Commission’s website at https:// 

www.sec.gov/comments/4-757/4-757.htm. 

2 17 CFR 242.608(b)(2)(i). 

3Order Directing the Exchanges and the Financial 

Industry Regulatory Authority to Submit a New 

National Market System Plan Regarding 

Consolidated Equity Market Data, Securities 

Exchange Act Release No. 34–88827 (May 6, 2020), 

85 FR 28702 (May 13, 2020). 

4The three equity data plans that currently 

govern the collection, consolidation, processing, 

and dissemination of SIP data are (1) the 

Consolidated Tape Association Plan (‘‘CTA Plan’’), 

(2) the Consolidated Quotation Plan (‘‘CQ Plan’’), 

and (3) 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 Privileges Basis 

(‘‘UTP Plan’’). See Governance Order, supra note 3, 

85 FR at 28703 & n.34. 

5See Governance Order, supra note 3, 85 FR at 

28702. 

6See id. The Commission also stated in the 

Governance Order that the continued existence of 

three separate NMS plans for equity market data 

creates inefficiencies and unnecessarily burdens 

ongoing improvements in the provision of equity 

market data to market participants. See id. 

7See Governance Order, supra note 3, 85 FR at 

28729–31. 

8See Notice, supra note 1, 85 FR 64574–95. 

9 17 CFR 242.608. 

10 17 CFR 201.700; 17 CFR 201.701. 

11See 17 CFR 242.608(b)(2). 

12See id. 

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 such 

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–PEARL–2020–37, and 

should be submitted on or before 

February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00811 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90885; File No. 4–757] 

Joint Industry Plan; Order Instituting 

Proceedings to Determine Whether To 

Approve or Disapprove a National 

Market System Plan Regarding 

Consolidated Equity Market Data 

January 11, 2021. 

I. Introduction 

On August 11, 2020, Cboe BYX 

Exchange, Inc., Cboe BZX Exchange, 

Inc., Cboe EDGA Exchange, Inc., Cboe 

EDGX Exchange, Inc., Cboe Exchange, 

Inc., Investors Exchange LLC, Long 

Term Stock Exchange, Inc., MEMX LLC, 

Nasdaq BX, Inc., Nasdaq ISE, LLC, 

Nasdaq PHLX LLC, Nasdaq Stock 

Market LLC, New York Stock Exchange 

LLC, NYSE American LLC, NYSE Arca, 

Inc., NYSE Chicago, Inc., NYSE 

National, Inc., and Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

(collectively, the ‘‘SROs’’ or 

‘‘Participants’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) a proposed new single 

national market system plan governing 

the public dissemination of real-time 

consolidated equity market data for 

national market system (‘‘NMS’’) stocks 

(the ‘‘CT Plan’’). The proposed CT Plan 

was published for comment in the 

Federal Register on October 13, 2020.1

This order institutes proceedings, 

under Rule 608(b)(2)(i) of Regulation 

NMS,2 to determine whether to 

disapprove the CT Plan or to approve 

the plan with any changes or subject to 

any conditions the Commission deems 

necessary or appropriate after 

considering public comment. 

II. Background 

The SROs filed the CT Plan pursuant 

to a Commission order directing the 

SROs to act jointly in developing and 

filing with the Commission a proposed 

new single national market system plan 

to replace the three existing national 

market system plans that govern the 

public dissemination of real-time, 

consolidated equity market data for 

NMS stocks (the ‘‘Governance Order’’).3

In issuing the Governance Order, the 

Commission stated that developments 

in technology and changes in the 

equities markets have heightened an 

inherent conflict of interest between the 

Participants’ collective responsibilities 

in overseeing the existing equity data 

plans 4 and their individual interests in 

maximizing the viability of proprietary 

data products that they sell to market 

participants.5 This conflict of interest, 

the Commission stated, combined with 

the concentration of voting power in the 

existing equity data plans among a few 

large ‘‘exchange groups’’—multiple 

exchanges operating under one 

corporate umbrella—has contributed to 

significant concerns regarding whether 

the consolidated feeds meet the 

purposes for them set out by Congress 

and by the Commission in adopting the 

national market system.6 The 

Commission therefore found it in the 

public interest to require the 

Participants to jointly develop and file 

with the Commission a single new 

consolidated data plan with specified 

terms and conditions regarding the 

governance of the new plan.7

The full text of the proposed CT Plan 

appears in Attachment A to the Notice.8

III. Proceedings To Determine Whether 

To Approve or Disapprove the 

Proposed CT Plan 

The Commission is instituting 

proceedings pursuant to Rule 

608(b)(2)(i) of Regulation NMS,9 and 

Rules 700 and 701 of the Commission’s 

Rules of Practice,10 to determine 

whether to disapprove the CT Plan or to 

approve the plan with any changes or 

subject to any conditions the 

Commission deems necessary or 

appropriate after considering public 

comment. Institution of proceedings 

does not indicate that the Commission 

has reached any conclusions with 

respect to any of the issues involved. 

Rather, the Commission seeks and 

encourages interested persons to 

provide additional comment on the 

proposed CT Plan to inform the 

Commission’s analysis. 

Rule 608(b)(2) of Regulation NMS 

provides that the Commission ‘‘shall 

approve a national market system plan 

. . . with such changes or subject to 

such conditions as the Commission may 

deem necessary or appropriate, if it 

finds that such plan . . . is necessary or 

appropriate in the public interest, for 

the protection of investors and the 

maintenance of fair and orderly markets, 

to remove impediments to, and perfect 

the mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act.’’ 11 Rule 

608(b)(2) further provides that the 

Commission shall disapprove a national 

market system plan or proposed 

amendment if it does not make such a 

finding.12 In the Notice, the Commission 

sought comment on elements of the 

proposed CT Plan that bear on the 

Commission’s analysis of whether the 

plan should be approved, disapproved,