10142 Federal Register / Vol. 86, No. 31 / Thursday, February 18, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

changes on February 1, 2021 (SR–C2–2021–003). 

On February 5, 2021, the Exchange withdrew that 

filing and submitted this proposal. 

4See Cboe Global Markets U.S. Options Market 

Volume Summary by Month (January 26, 2021), 

available at https://markets.cboe.com/us/options/ 

market_statistics/. 

5The Exchange notes that when it adopted the 

SPY pricing table and fee codes SC, SL, SM and SN, 

it inadvertently did not add these fee codes to the 

‘‘Fee Codes and Associated Fees’’ table, which lists 

all available fee codes for orders on C2. The 

Exchange will now add these fee codes to the ‘‘Fee 

Codes and Associated Fees’’ table. This does not 

change any current rates or alter the description 

(except as proposed herein) of these fee codes. See 

Securities Exchange Release No. 89828 (September 

11, 2020), 85 FR 58078 (September 17, 2020) (SR– 

C2–2020–013). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91108; File No. SR–C2– 

2021–004] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating To Amend Its 

Fees Schedule 

February 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 February 

5, 2021, Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) 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 Substance of 

the Proposed Rule Change 

Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend the Fees Schedule. The text of 

the proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/ctwo/), 

at the Exchange’s Office of the 

Secretary, 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 Exchange proposes to amend its 

Fee Schedule to amend certain standard 

transaction fees for AAPL, QQQ, IWM 

and SLV transactions. Specifically, the 

Exchange proposes to (1) amend the 

transaction fee for public customer 

AAPL, QQQ, IWM and SLV orders that 

remove liquidity, (2) amend the rebate 

for C2 Market Maker AAPL, QQQ, IWM 

and SLV orders that add liquidity, (3) 

amend the rebate for non-Customer, 

non-Market Maker AAPL, QQQ, IWM 

and SLV orders that add liquidity and 

(4) adopt an enhanced rebate for C2 

Market Maker AAPL, QQQ, IWM and 

SLV orders that are NBBO Joiners or 

NBBO Setters.3

The Exchange first notes that it 

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 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 options venues to which market 

participants may direct their order flow. 

Based on publicly available information, 

no single options exchange has more 

than 16% of the market share and 

currently the Exchange represents 

approximately 3% of the market share.4

Thus, in such a low-concentrated and 

highly competitive market, no single 

options exchange, including the 

Exchange, possesses significant pricing 

power in the execution of option order 

flow. 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 

reduce use of certain categories of 

products, in response to fee changes. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees, and market participants can readily 

trade on competing venues if they deem 

pricing levels at those other venues to 

be more favorable. 

First, the Exchange proposes to 

amend the transaction fee for Public 

Customer orders in AAPL, QQQ, IWM 

and SLV that remove liquidity. 

Currently, public customer orders in all 

equity, multiply-listed index, ETF and 

ETN penny options classes, including 

AAPL, QQQ, IWM and SLV, that 

remove liquidity are assessed a standard 

transaction fee of $0.43 per contract and 

yield fee code ‘‘PC’’. The Exchange 

proposes to remove orders in AAPL, 

QQQ, IWM and SLV from fee code PC 

and, instead, assess fee code ‘‘SC’’ for 

Public Customer orders in AAPL, QQQ, 

IWM and SLV that remove liquidity. Fee 

code SC is currently appended to Public 

Customer orders in SPY that remove 

liquidity and assesses a reduced fee 

(from that of fee code PC) of $0.39 per 

contract.5

The Exchange next proposes to amend 

the rebate for C2 Market Maker orders 

in AAPL, QQQ, IWM and SLV that add 

liquidity. Currently, C2 Market Makers 

orders in all equity, multiply-listed 

index, ETF and ETN penny options 

classes, including AAPL, QQQ, IWM 

and SLV, that add liquidity are provided 

a rebate of $0.41 per contract and yield 

fee code ‘‘PM’’. The Exchange proposes 

to remove orders in AAPL, QQQ, IWM 

and SLV from fee code PM and, instead, 

assess existing fee code ‘‘SM’’ for C2 

Market Maker orders in AAPL, QQQ, 

IWM and SLV. Fee code SM is currently 

appended to C2 Market Maker orders in 

SPY that add liquidity and offer a 

reduced rebate (from that of fee code 

PM) of $0.26 per contract. 

The Exchange also proposes to amend 

the rebate for non-Market Maker, nonCustomer orders in AAPL, QQQ, IWM 

and SLV that add liquidity. Currently, 

non-Market Maker, non-Customer 

orders (i.e., Professional Customer, 

Firm, Broker/Dealer, non-C2 Market 

Maker, JBO, etc.) in all equity, multiplylisted index, ETF and ETN penny 

options classes, including AAPL, QQQ, 

IWM and SLV, that add liquidity are 

provided a rebate of $0.36 per contract 

and yield fee code PN. The Exchange 

proposes to remove orders in AAPL, 

QQQ, IWM and SLV from fee code PN 

and, instead, assess existing fee code 

‘‘SN’’ on non-Market Maker, nonCustomer orders in AAPL, QQQ, IWM 

and SLV that add liquidity. Fee code SN 

is currently appended to such orders in 

SPY and assesses a reduced rebate (from 

that of fee code PN) of $0.20 per 

contract. 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 31 / Thursday, February 18, 2021 / Notices 10143 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78f(b)(5). 

9See e.g., MIAX Pearl Fee Schedule, Section 1 

Transaction Rebates/Fees, which provides for a fee 

of $0.50 per contract for priority customer IWM and 

QQQ orders that remove liquidity. See also Nasdaq 

ISE Pricing Schedule, Section 3, Footnote 5, which 

provides for tiered rebates for market-maker SPY 

orders that add liquidity between $0.05–$0.26 per 

contract. 

10See Cboe C2 Options Exchange Fees Schedule, 

Transaction Fees. 

11See e.g., MIAX Pearl Fee Schedule, Section 1 

Transaction Rebates/Fees, which provides for a fee 

of $0.46 per contract for priority customer SPY 

orders that remove liquidity. See also Nasdaq ISE 

Pricing Schedule, Section 3, Footnote 5, which 

provides for tiered rebates for market maker IWM 

and QCC orders that add liquidity between $0.05 

and $0.26 per contract, as well as tired rebates for 

market maker orders in similar, single-name options 

(AMZN, FB, and NVDA) between $0.15 and $0.22. 

The Exchange also proposes to add C2 

Market Maker orders in AAPL, QQQ, 

IWM and SLV to existing fee code ‘‘SL’’. 

Fee code SL is currently appended to C2 

Market Maker orders in SPY that add 

liquidity and are a National Best Bid or 

Offer (‘‘NBBO’’) Joiner or NBBO Setter 

and offers a rebate of $0.31 per contract 

for such orders. Particularly, to qualify 

as a NBBO Joiner, a C2 market-maker 

order must improve the C2 Best Bid or 

Offer (‘‘BBO’’) and result in C2 joining 

an existing NBBO. Only the first order 

received that results in C2 BBO joining 

the NBBO at a new price level will 

qualify for the enhanced rebate. If C2 is 

at the NBBO, the order will not qualify. 

Alternatively, C2 Market Makers may 

receive the enhanced rebate if they are 

a NBBO Setter. To qualify as a NBBO 

Setter and receive the enhanced rebate, 

a C2 Market Maker order must set the 

NBBO. The Exchange believes assessing 

fee code SL and the corresponding 

enhanced rebate for C2 Market Makers 

in AAPL, QQQ, IWM and SLV that are 

NBBO Joiners or Setters will incentivize 

liquidity providers to provide more 

aggressively priced liquidity in AAPL, 

QQQ, IWM and SLV options. 

The Exchange also proposes to add 

AAPL, QQQ, IWM and SLV to the table 

in the Fees Schedule that currently sets 

forth SPY-specific pricing. Like with 

SPY, the Exchange also proposes to 

clarify that the first transaction fee table, 

which does not apply to RUT, DJX and 

SPY, also does not apply to AAPL, 

QQQ, IWM and SLV. The Exchange 

notes that transaction fees and rebates 

that apply to (1) Public Customer orders 

in AAPL, QQQ, IWM and SLV that add 

liquidity (existing fee code ‘‘PY’’) (2) C2 

Market Maker orders in AAPL, QQQ, 

IWM and SLV that remove liquidity 

(existing fee code ‘‘PR’’), (3) non-Market 

Maker, non-Customer orders in AAPL, 

QQQ, IWM and SLV that remove 

liquidity (existing fee code ‘‘PP), (4) 

orders in AAPL, QQQ, IWM and SLV 

that trade at the open (existing fee code 

‘‘OO’’) and (5) resting orders in AAPL, 

QQQ, IWM and SLV that trade with 

resting complex orders (existing fee 

code ‘‘CA’’) are not changing, nor are 

the associated fee codes. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,6

in general, and furthers the objectives of 

Section 6(b)(4),7 in particular, as it is 

designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its Members and 

issuers and other persons using its 

facilities. The Exchange also believes 

that the proposed rule change is 

consistent with the objectives of Section 

6(b)(5) 8 requirements that the rules of 

an exchange 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 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest, and, 

particularly, is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

As described above, 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 

incentives to be insufficient. In 

particular, the proposed changes to 

Exchange execution fees and rebates for 

certain orders in AAPL, QQQ, IWM and 

SLV are intended to attract order flow 

to the Exchange by continuing to offer 

competitive pricing while also creating 

additional incentives to providing 

aggressively priced displayed liquidity, 

which the Exchange believes would 

enhance market quality to the benefit of 

all market participants. 

The Exchange believes its proposed 

changes are reasonable as they are 

competitive and in line with the 

Exchange’s current pricing for the same 

orders in SPY and with pricing for many 

of the same products at other 

exchanges.9 The Exchange believes that 

it is reasonable to reduce the transaction 

fee for Public Customer orders in AAPL, 

QQQ, IWM and SLV that remove 

liquidity because market participants 

will be subject to lower fees for such 

orders and thus may be encouraged to 

increase retail AAPL, QQQ, IWM and 

SLV order flow to the Exchange. The 

Exchange believes that it is reasonable 

to reduce the rebates for both C2 Market 

Maker and non-Market Maker, nonCustomer orders in AAPL, QQQ, IWM 

and SLV that add liquidity because such 

market participants will still receive 

rebates for such orders, albeit at a lower 

amount, which are already in place for 

such orders in SPY. Additionally, 

Market Makers that are NBBO Joiners or 

Setters would be eligible to receive the 

same enhanced rebate currently offered 

for joining or setting an NBBO in SPY. 

The Exchange believes that offering the 

NBBO Joiner and Setter rebate for 

Market Maker orders in AAPL, QQQ, 

IWM and SLV is reasonable as it is 

designed to incentivize C2 Market 

Makers to improve the C2 BBO resulting 

in C2 joining an existing NBBO or 

setting a new NBBO to receive the 

rebate, ultimately encouraging C2 

Market Makers to submit more 

aggressive AAPL, QQQ, IWM and SLV 

orders that will maintain tight spreads, 

benefitting both Trading Permit Holders 

and public investors. 

The Exchange also believes it is 

reasonable, equitable and not unfairly 

discriminatory to adopt pricing specific 

to certain orders in AAPL, QQQ, IWM 

and SLV as the Exchange already 

maintains the same pricing for such 

orders in SPY, as well as similar 

product-specific pricing for certain 

orders in other products, such as RUT 

and DJX.10 Additionally, as noted above, 

other exchanges similarly provide for 

product-specific pricing.11

The Exchange also believes that it is 

equitable and not unfairly 

discriminatory to assess a lower fee for 

Public Customer orders in AAPL, QQQ, 

IWM and SLV as compared to other 

market participants because customer 

order flow enhances liquidity on the 

Exchange for the benefit of all market 

participants. Specifically, customer 

liquidity benefits all market participants 

by providing more trading 

opportunities, which attracts Market 

Makers. An increase in the activity of 

these market participants in turn 

facilitates tighter spreads, which may 

cause an additional corresponding 

increase in order flow from other market 

participants. Moreover, the options 

industry has a long history of providing 

preferential pricing to customers, and 

the Exchange’s current Fee Schedule 

currently does so in many places, as do 

the fees structures of multiple other 


jbell on DSKJLSW7X2PROD with NOTICES
10144 Federal Register / Vol. 86, No. 31 / Thursday, February 18, 2021 / Notices 

12See Cboe C2 Options Exchange Fees Schedule, 

Transaction Fees. See also BZX Options Fee 

Schedule, Fee Codes and Associated Fees. 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f). 

exchanges.12 The Exchange notes that 

the proposed fee change will be applied 

equally to all Public Customers. 

Additionally, the Exchange believes 

that it is equitable and not unfairly 

discriminatory to assess higher rebates 

to Market Makers that add liquidity as 

compared to other market participants, 

other than customers, because Market 

Makers, unlike other market 

participants, take on a number of 

obligations, including quoting 

obligations, which other market 

participants do not have. Further, these 

rebates are intended to incent Market 

Makers to quote and trade more on C2 

Options, thereby providing more trading 

opportunities for all market 

participants. The Exchange notes that 

the proposed changes to C2 Market 

Maker rebates for AAPL, QQQ, IWM 

and SLV options will be applied equally 

to all C2 Market Makers. Similarly, the 

Exchange believes it is equitable and not 

unfairly discriminatory to provide C2 

Market Makers that are NBBO Joiners or 

Setters in AAPL, QQQ, IWM and SLV 

an enhanced rebate because such market 

participants are providing more 

aggressively priced liquidity in AAPL, 

QQQ, IWM and SLV options. 

Additionally, increased add volume 

order flow, particularly by liquidity 

providers, contributes to a deeper, more 

liquid market, which, in turn, provides 

for increased execution opportunities 

and thus overall enhanced price 

discovery and price improvement 

opportunities on the Exchange. As such, 

this benefits all market participants by 

contributing towards a robust and wellbalanced market ecosystem, offering 

additional flexibility for all investors to 

enjoy cost savings, supporting the 

quality of price discovery, promoting 

market transparency and improving 

investor protection. The Exchange 

believes the proposed change to the 

rebate for non-Market Maker, nonCustomer AAPL, QQQ, IWM and SLV 

orders is also equitable and not unfairly 

discriminatory because it will be 

applied equally to all non-marketmakers, non-customers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intramarket or 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Rather, as 

discussed above, the Exchange believes 

that the proposed change would 

encourage the submission of additional 

liquidity in SPY to a public exchange, 

thereby promoting market depth, price 

discovery and transparency and 

enhancing order execution 

opportunities for all Trading Permit 

Holders. 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.’’ 

The Exchange believes the proposed 

rule change does not impose any burden 

on intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Particularly, 

the proposed change applies to all 

similarly situated Trading Permit 

Holders equally. Overall, the proposed 

change is designed to attract additional 

SPY public customer orders that remove 

liquidity and SPY market-maker and 

non-market-maker, non-customer orders 

that add liquidity to the Exchange. The 

Exchange believes that the new C2 

market-maker rebate for SPY orders that 

are NBBO Joiners or Setters would 

incentivize entry on the Exchange of 

more aggressive SPY orders that will 

maintain tight spreads, benefitting both 

Trading Permit Holders and public 

investors criteria and, as a result, 

provide for deeper levels of liquidity, 

increasing trading opportunities for 

other market participants, thus signaling 

further trading activity, ultimately 

incentivizing more overall order flow 

and improving price transparency on 

the Exchange. 

Next, the Exchange believes the 

proposed rule change does not impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

As previously discussed, the Exchange 

operates in a highly competitive market. 

Members have numerous alternative 

venues that they may participate on and 

director their order flow, including 15 

other options exchanges and offexchange venues. Additionally, the 

Exchange represents a small percentage 

of the overall market. Based on publicly 

available information, no single options 

exchange has more than 16% of the 

market share. Therefore, no exchange 

possesses significant pricing power in 

the execution of option order flow. 

Indeed, participants can readily choose 

to send their orders to other exchange 

and off-exchange venues if they deem 

fee levels at those other venues to be 

more favorable. Moreover, the 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. Specifically, in 

Regulation NMS, 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.’’ The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’ . . . .’’. Accordingly, the 

Exchange does not believe its proposed 

fee change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

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) 

of the Act 13 and paragraph (f) of Rule 

19b–4 14 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 will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 


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Federal Register / Vol. 86, No. 31 / Thursday, February 18, 2021 / Notices 10145 

15 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (S7–10–04) 

(Final Rule) (‘‘Regulation NMS’’). 

5See Securities Exchange Act Release No. 51808, 

84 FR 5202, 5253 (February 20, 2019) (File No. S7– 

05–18) (Transaction Fee Pilot for NMS Stocks Final 

Rule) (‘‘Transaction Fee Pilot’’). 

6See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

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

generally https://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

7See FINRA ATS Transparency Data, available at 

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

AtsIssueData. Although 54 alternative trading 

systems were registered with the Commission as of 

July 29, 2019, only 31 are currently trading. A list 

of alternative trading systems registered with the 

Continued 

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– 

C2–2021–004 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–C2–2021–004. 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–C2–2021–004 and should 

be submitted on or before March 11, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03213 Filed 2–17–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91110; File No. SR– 

NYSENAT–2021–02] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Its Schedule of 

Fees and Rebates 

February 11, 2021. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on February 

1, 2021, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘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 selfregulatory 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 its 

Schedule of Fees and Rebates (‘‘Fee 

Schedule’’) to modify the requirements 

to qualify for the Adding Tier 1 and 2 

and Removing Tier 1. The Exchange 

proposes to implement the rule change 

on February 1, 2021. 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, 

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 its 

Schedule of Fees and Rebates (‘‘Fee 

Schedule’’) to modify the requirements 

to qualify for the Adding Tier 1 and 2 

and Removing Tier 1. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct liquidity-providing and 

liquidity-removing orders by offering 

further incentives for ETP Holders to 

send additional displayed and nondisplayed liquidity to the Exchange. 

The Exchange proposes to implement 

the rule change on February 1, 2021. 

Current Market and Competitive 

Environment 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, 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.’’ 4

As the Commission itself recognized, 

the market for trading services in NMS 

stocks has become ‘‘more fragmented 

and competitive.’’ 5 Indeed, equity 

trading is currently dispersed across 16 

exchanges,6 31 alternative trading 

systems,7 and numerous broker-dealer 


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