Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3963 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3See Letter from Corrine Klott, Cboe, to Vanessa 

A. Countryman, Commission (Nov. 8, 2023) 

(‘‘Transmittal Letter’’). 

4The OPRA Plan is a national market system plan 

approved by the Commission pursuant to Section 

11A of the Act and Rule 608 thereunder. See 

Securities Exchange Act Release No. 17638 (Mar. 

18, 1981), 22 SEC. Docket 484 (Mar. 31, 1981). The 

full text of the OPRA Plan and a list of its 

participants are available at https://

www.opraplan.com/. The OPRA Plan provides for 

the collection and dissemination of last sale and 

quotation information on options that are traded on 

the participant exchanges. 

5 17 CFR 242.608(a)(1). 

6 Id. 

7See Limited Liability Company Agreement of 

Options Price Reporting Authority, LLC, Art X, sec. 

10.3. 

8 17 CFR 242.801(a). 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: January 17, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01100 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the U.S. Securities and 

Exchange Commission will hold an 

Open Meeting on Wednesday, January 

24, 2024, at 10:00 a.m. (ET). 

PLACE: The meeting will be webcast on 

the Commission’s website at 

www.sec.gov. 

STATUS: This meeting will begin at 10:00 

a.m. (ET) and will be open to the public 

via webcast on the Commission’s 

website at www.sec.gov. 

MATTERS TO BE CONSIDERED: 

1. The Commission will consider 

whether to adopt new rules and 

amendments to enhance disclosures and 

provide additional investor protections 

in initial public offerings by special 

purpose acquisition companies (SPACs) 

and in subsequent business combination 

transactions between SPACs and target 

companies (de-SPAC transactions), and 

to address investor protection concerns 

more broadly with respect to shell 

companies. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: January 17, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–01207 Filed 1–18–24; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Thursday, 

January 25, 2024. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of administrative 

proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations and 

enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

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. 

Dated: January 18, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–01225 Filed 1–18–24; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99345; File No. 4–820] 

Options Price Reporting Authority; 

Notice of Filing of Proposed 

Amendment To Modify Section 

5.2(c)(iii) of the OPRA Plan Relating to 

Dissemination of Exchange Proprietary 

Data Information 

January 16, 2024. 

Pursuant to section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 608 thereunder,2

notice is hereby given that on November 

8, 2023,3 the Cboe BZX Exchange, Inc. 

(‘‘BZX Options’’), Cboe Exchange, Inc. 

(‘‘Cboe Options’’), Cboe C2 Exchange, 

Inc. (‘‘C2 Options’’) and Cboe EDGX 

Exchange, Inc. (‘‘EDGX Options’’) 

(collectively, the ‘‘Sponsors’’ or ‘‘Cboe’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed amendment to the Plan for 

Reporting of Consolidated Options Last 

Sale Reports and Quotation Information 

(‘‘OPRA Plan’’).4

The Sponsors state that they have 

filed the Amendment pursuant to Rule 

608(a)(1) under Regulation NMS.5 Rule 

608(a)(1) provides: 

Any two or more self-regulatory 

organizations, acting jointly, . . . may 

propose an amendment to an effective 

national market system plan (‘‘proposed 

amendment’’) by submitting the text of the 

. . . amendment to the Commission by 

email, together with a statement of the 

purpose of such . . . amendment and, to the 

extent applicable, the documents and 

information required by paragraphs (a)(4) and 

(5) of this section.6

Section 10.3 (Amendments) of the 

OPRA Plan, by contrast, provides that 

the plan ‘‘may be amended from time to 

time when authorized by the affirmative 

vote of all of the Members, subject to the 

approval of the Securities and Exchange 

Commission,’’ 7 and the affirmative vote 

of all of the Members of the OPRA Plan 

has not been obtained on the proposed 

amendment. 

The Commission is publishing this 

notice to solicit comments from 

interested persons on the proposed 

Amendment. Set forth below in Section 

I, which is being published verbatim as 

filed by the Sponsors, is the statement 

of the purpose and summary of the 

Amendment, along with information 

pursuant to Rule 608(a) under the Act.8


ddrumheller on DSK120RN23PROD with NOTICES1
3964 Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 

9See Securities Exchange Act Release No. 44580 

(July 20, 2001), 66 FR 39218 (July 27, 2001) (SR– 

OPRA–2001–02). 

10 In 2000 and 2001, the Commission granted ISE 

and Cboe Options temporary exemptions from the 

exclusivity requirement. Those exemptions were 

granted pursuant to Exchange Act Rule 11Aa3–2(f), 

17 CFR 240.11Aa3–2(f). See letters from Robert L.D. 

Colby, Deputy Director, Division of Market 

Regulation, Commission, to Michael J. Simon, 

Senior Vice President and General Counsel, ISE, 

dated May 25, 2000 and to Edward J. Joyce, 

President and Chief Executive Officer, CBOE, dated 

November 6, 2000. These letters, originally drafted 

to expire on May 26, 2001, were extended until 

September 1, 2002. See letters from Robert L.D. 

Colby, Deputy Director, Division of Market 

Regulation, Commission, to Michael J. Simon, 

Senior Vice President and General Counsel, ISE, 

dated May 24, 2001 and to Edward J. Joyce, 

President and Chief Executive Officer, CBOE, dated 

May 24, 2001. 

11Supra note [9]. 

12See OPRA; Notice of Filing and Order 

Approving on a Temporary Basis not to Exceed 120 

Days a Proposed Amendment to the Plan for 

Reporting of Consol. Options Last Sale Info. and 

Amendments No. 1 and 2 Thereto to Revise the 

Manner in Which the OPRA Engages in Capacity 

Planning and Allocates its Available Systems 

Capacity Among the Parties to the Plan, Release No. 

34–48822, 2003 WL 22767596[.] 

13The ‘‘Basic Service’’ ‘‘quote packets’’ or 

‘‘options chains’’ made available by OPRA pursuant 

to the ‘‘Usage-based Vendor Fee’’ option in OPRA’s 

Fee Schedule meet the definition of ‘‘consolidated 

Options Information.’’ That ‘‘Basic Service’’ 

includes ‘‘all last sale and quotations information 

pertaining to equity options and index options, 

including foreign currency index options.’’ See 

OPRA Fee Schedule at 1 and n.1. In addition, the 

Fee Schedule also states that a ‘‘quote packet’’ 

supplied in response to a usage-based query 

‘‘consists of any one or more of the following 

values: last sale, bid/ask, and related market data 

for a single series of options or a related index’’ and 

that an ‘‘options chain’’ supplied in response to a 

usage-based query ‘‘consists of last sale, bid/ask, 

and related market data for up to all series of put 

and call options on the same underlying security or 

index.’’ Therefore, a person who has access to 

OPRA’s usage-based data service on his or her 

terminal or work station and can obtain quote 

packets and options chains has, by definition, 

equivalent access to ‘‘consolidated Options 

Information’’ because that person will have access 

to ‘‘Last Sale Reports,’’ ‘‘Quotation Information,’’ 

and the ‘‘BBO.’’ 

14See Securities Exchange Act Release No. 32675 

(June 30, 2009), 74 FR 32675 (July 8, 2009) (SR– 

Phlx–2009–54), in which Nasdaq PHLX, LLC 

(‘‘PHLX’’) states: ‘‘[T]he TOPO data feed offers a 

competitive, lower-priced alternative to the 

consolidated data OPRA feed for users and 

situations where consolidated data is unnecessary 

. . . Additionally, to the extent users can substitute 

the lower-priced TOPO data for the higher-priced 

consolidated data feed, those users will have the 

opportunity to pass the savings on to investors in 

the form of lower overall trading costs.’’ (emphasis 

added); and see Securities Exchange Act Release 

No. 68576 (January 3, 2013), 78 FR 1886 (January 

9, 2013) (SRndash;Phlxndash;2012–145), in which 

two years later PHLX states ‘‘First, TOPO, TOPO 

Plus Orders, PHLX Orders and PHLX Depth of 

Market data feed offer a comprehensive, 

competitive alternative to the consolidated data 

OPRA feed for users and situations where 

consolidated data is unnecessary’’ (emphasis 

added). See also Securities Exchange Act Release 

No. 79556 (December 14, 2016), 81 FR 92935 

(December 20, 2016) (SR–NASDAQ–2016–167), in 

which The Nasdaq Stock Market LLC stated: 

‘‘[m]any customers that obtain information from 

OPRA do not also purchase ITTO and BONO, but 

in cases where customers buy both products, they 

I. Requirements Pursuant to Rule 608(a) 

1. Statement of Purpose 

Executive Summary 

Access to high-quality, real-time 

market data is essential for participation 

in the financial markets. For this reason, 

market participants, regulators, and data 

providers are constantly working to 

strike a balance between data quality 

and data expense. Cboe proposes to 

amend the OPRA Plan in a manner in 

which it believes will better enable all 

OPRA Members to expand the amount 

of proprietary data available to users 

and consumers of such data, as well as 

spur innovation and competition for 

market data. In particular, Cboe believes 

that the proposed amendments would 

result in broadening the availability of 

U.S. option market data to investors 

consistent with the principles of 

Regulation NMS. The proposed 

amendment also will promote 

transparency by facilitating the 

dissemination of market data more 

widely through additional distribution 

channels, which will enable investors to 

better monitor trading activity on the 

U.S. options exchanges, support more 

informed trading and investment 

decisions, and thereby serve the public 

interest. To be clear, Cboe firmly 

believes that these amendments are 

simply clarifications of what the plain 

text of the OPRA Plan currently says. 

But in light of disagreement over the 

meaning of the current plan, Cboe seeks 

to make explicit the meaning of the 

OPRA Plan. 

In particular, the Exchange proposes 

to amend Section 5.2(c)(iii) of the OPRA 

Plan (‘‘Equivalent Access Provision’’) 

which currently provides that: 

(iii) A Member may disseminate its 

Proprietary Information pursuant to 

subparagraph (ii) of this paragraph (c) 

provided that: 

(A) such dissemination is limited to other 

Members and to persons who also have 

equivalent access to consolidated Options 

Information disseminated by OPRA for the 

same classes or series of options that are 

included in the Proprietary Information. For 

purposes of this clause (A), ‘‘consolidated 

Options Information’’ means consolidated 

Last Sale Reports combined with either 

consolidated Quotation Information or the 

BBO furnished by OPRA, and access to 

consolidated Options Information and access 

to Proprietary Information are deemed 

‘‘equivalent’’ if both kinds of information are 

equally accessible on the same terminal or 

work station; and 

(B) a Member may not disseminate its 

Proprietary Information on any more timely 

basis than the same information is furnished 

to the OPRA System for inclusion in OPRA’s 

consolidated dissemination of Options 

Information. 

Background 

On July 20, 2001, the Commission 

approved an amendment to the OPRA 

Plan which allowed exchanges to 

provide proprietary data to their 

members under certain conditions, 

including a requirement that members 

have ‘‘equivalent access’’ to 

consolidated options information.9 Prior 

to that amendment, OPRA was the 

exclusive provider of information 

regarding options quotes and 

transactions.10 The Commission noted 

that the proposed amendments to the 

OPRA Plan (i.e., adoption of the 

Equivalent Access Provision) were 

intended to improve competition.11 On 

November 21, 2003, the SEC approved 

amendments to a number of provisions 

of the OPRA Plan, including an 

amendment expanding the scope of who 

could receive proprietary data to 

include other ‘‘persons’’ in addition to 

exchange members.12 Non-substantive 

changes were made to Section 5.2(c)(iii) 

when OPRA was reorganized as a 

limited liability company effective on 

January 1, 2010, but the substance of the 

Equivalent Access Provision has 

otherwise been unchanged since 2003. 

Cboe believes that, based on its plain 

language, subparagraph (A) of the 

Equivalent Access Provision is satisfied 

where a recipient of an exchange 

proprietary data product also is 

simultaneously authorized and entitled 

to receive OPRA data in one of the ways 

that OPRA makes its data available; that 

is, by maintaining a streaming 

subscription to the OPRA feed or having 

the ability to query OPRA data on a 

usage-basis,13 thereby preserving the 

Commission’s intent to improve 

competition through the 2001 

amendments to the OPRA Plan. 

Cboe strongly believes there are 

several bases that support its reading of 

the current subparagraph (A) of the 

Equivalent Access Provision including: 

the plain reading and unambiguous 

nature of the language in Equivalent 

Access Provision; the nature of the 

current OPRA audit protocols to ensure 

compliance with Equivalent Access 

Provision; the language (or lack thereof) 

included in OPRA market data 

agreements, policies and fees schedules 

relating to Equivalent Access and public 

representations made by other OPRA 

members since the adoption of the 

provision in 2001 that are inconsistent 

with a requirement that a person 

receiving a proprietary data feed also 

receive streaming real-time data from 

OPRA.14


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Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3965 

may shift the extent to which they purchase one or 

the other based on price changes. OPRA constrains 

the price of ITTO and BONO because no purchaser 

would pay an excessive price for these products 

when similar data is also available from OPRA.’’ 

(emphasis added). See also NYSE Technology FAQ 

and Best Practices: Options, Section 6.3 at https:// 

www.nyse.com/publicdocs/nyse/NYSE_Options_

Technology_FAQ.pdf which is a publicly available 

document posted by OPRA Members NYSE 

American LLC and NYSE Arca, Inc. (collectively 

‘‘NYSE’’) that includes statements inconsistent with 

the adopted interpretation. Particularly, in a section 

titled ‘‘How do firms receive proprietary market 

data’’ NYSE states in relevant part: ‘‘[I]in addition, 

the Exchanges recommend that firms utilizing 

proprietary market data feeds maintain a 

connection to OPRA, and have the ability to switch 

between the proprietary market data feeds and the 

OPRA feed, in the event that one or the other fails’’ 

(emphasis added). 

15BZX Options, C2 Options, Cboe Options, and 

EDGX Options voted to reject this interpretation. 

16See 64e8f2c76de012371925ee11_OPRA_Data_

Dissemination_Expansion_from_48_to_96-Line_

Multicast_Network_Industry_Test_4.pdf (websitefiles.com). See also 64ada60d17c52b49eb5ee42c_

OPRA_96-Line_Expansion_Frequently Asked 

Questions v1.10_071023.pdf (website-files.com). 

17See Securities Exchange Act Release No. 35393 

(February 17, 1995), 60 FR 10625 (February 27, 

1995) (SR–NASD–95–7). 

18 Id. 

In March 2023 however, other OPRA 

Members took a different view and 

asserted that the Equivalent Access 

Provision can only be satisfied where a 

recipient of an exchange proprietary 

data feed also maintains a streaming 

subscription to the full OPRA feed (i.e., 

the ability to query OPRA data on a 

usage-basis would not be deemed to 

satisfy the Equivalent Access Provision). 

Following months of deliberation 

between OPRA members, OPRA 

retained counsel, who ultimately 

provided his interpretation that the 

Equivalent Access Provision requires a 

user receiving a streaming, real-time 

exchange proprietary data product to 

also receive the full feed of streaming, 

real-time data from OPRA. On 

September 6, 2023, the OPRA 

Management Committee, by majority 

vote, determined to adopt counsel’s 

interpretation.15 Cboe believes that the 

interpretation adopted by the OPRA 

Management Committee on September 

6, 2023 is legally and factually flawed 

and in opposition to the Commission’s 

intent of the 2001 OPRA amendment. 

As such, Cboe has decided to propose 

an amendment that furthers the policy 

goals stated above by amending the 

Equivalent Access Provision so it 

provides that (1) access to OPRA data on 

a usage-basis will also satisfy the 

Equivalent Access Provision and (2) 

impose certain display requirements for 

both any proprietary market data and 

consolidated options information. 

Proposal 

Usage-Based Data Service 

Cboe proposes to modify Section 

5.2(c)(iii)(A) of the OPRA Plan to clarify 

that access to consolidated Options 

Information and access to Proprietary 

Information are deemed ‘‘equivalent’’ if 

‘‘Proprietary Information’’ and 

‘‘consolidated Options Information’’ (as 

those terms are defined in the OPRA 

Plan), are equally accessible on the same 

terminal or work station, regardless of 

whether the OPRA data is disseminated 

on a streaming or per usage basis. 

Specifically, Cboe proposes to revise 

Section 5.2(c)(iii)(A) of the OPRA Plan 

to replace the sentence the following 

sentence: 

For purposes of this clause (A), 

‘‘consolidated Options Information’’ means 

consolidated Last Sale Reports combined 

with either consolidated Quotation 

Information or the BBO furnished by OPRA, 

and access to consolidated Options 

Information and access to Proprietary 

Information are deemed ‘‘equivalent’’ if both 

kinds of information are equally accessible 

on the same terminal or work station. 

with the following sentence: 

For purposes of this clause (A), 

‘‘consolidated Options Information’’ means 

consolidated Last Sale Reports combined 

with either consolidated Quotation 

Information or the BBO furnished by OPRA, 

and access to consolidated Options 

Information and access to Proprietary 

Information are deemed ‘‘equivalent’’ if 

Proprietary Information and consolidated 

Options Information, whether disseminated 

on a streaming- or per usage-basis, are 

equally accessible on the same terminal or 

work station. 

The new language would clarify that 

the Equivalent Access Provision is 

satisfied if a recipient of an exchange 

proprietary data product also is 

simultaneously authorized and entitled 

to receive OPRA data in one of the ways 

that OPRA makes its data available; that 

is, by maintaining a streaming 

subscription to the OPRA feed or having 

the ability to query OPRA data on a 

usage-basis. 

The current Equivalent Access 

Provision of the OPRA Plan, as 

interpreted by OPRA, requires that 

vendors purchase a streaming 

subscription to the full OPRA feed 

alongside any exchange proprietary data 

product. That requirement could be 

cost-prohibitive or technologically 

unfeasible when considering the 

growing and significant bandwidth 

requirements associated with the full 

streaming OPRA data feed.16 This is 

especially true where vendors or retail 

brokers are providing such data to 

individual retail investors who are more 

likely to be low volume users of market 

data and do not otherwise have the 

same best execution obligations as 

professional users. For such users, 

query-based access to OPRA data may 

be more suitable. Moreover, the current 

interpretation of the Equal Access 

Provision could have the practical effect 

of denying choice for individual data 

subscribers, as compliance with it could 

be cost-prohibitive for the vendors or 

retail brokers that support them, 

effectively leaving OPRA’s feed as the 

only data source for options market 

participants—even in scenarios where a 

market participant decides that it does 

not need consolidated market data for 

its purposes. Such a result ultimately 

denies choice for individual data 

subscribers, which is antithetical to the 

SEC’s longstanding view on 

competition. 

Indeed, when the National 

Association of Securities Dealers, Inc. 

(‘‘NASD’’) first established a per-query 

fee structure for U.S. equities, it noted 

its purpose was ‘‘to provide retail 

customers with a cost-effective 

alternative to calling their brokers for 

current market information.’’ 17 As 

NASD explained, retail investors might 

not be interested in subscribing to a 

costly service offered by a commercial 

vendor which frequently might include 

analytic information, ticker displays, 

and dynamically-updated quotation and 

transaction information.18 NASD 

therefore reasoned that the adoption of 

a query-based fee structure would 

provide individual investors a better 

ability to monitor the value of a 

portfolio, track intra-day activity in a 

given stock to facilitate an investment 

decision, or observe a market trend 

based on periodic queries for the current 

level of a popular stock index. When 

approving the proposed fee structure, 

the Commission similarly 

acknowledged: 

[the proposed per-query fee structure] and 

related fee are designed to accommodate the 

information needs of individual investors, 

particularly small investors who do not 

require the breadth of market data and 

analytic information that institutional 

investors and market makers typically 

require. . . . this service will allow firms 

and vendors to provide individual investors 

cost-effective access to market data without 

requiring users to acquire expensive 

hardware. . . . The NASD’s experience is 

that [subscriber fees and vendor suppled 

equipment] costs tend to discourage 

subscription by low-volume users. . . The 

Commission believes that the $.01/query fee 

is an equitable allocation of a reasonable fee 

and that it will be affordable to individual 

investors. The Commission, therefore, finds 


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19See Securities Exchange Act Release No. 35721 

(May 16, 1995), 60 FR 98 (May 22, 1995) (SR– 

NASD–95–7). 

20See Securities Exchange Act Release No. 37686 

(September 16, 1996), 61 FR 49801 (September 23, 

1996) (emphasis added). 

21 17 CFR 242.603. 

22See Denial of No-Action Request under Rule 

603(c) of Regulation NMS, from Stephen Luparello, 

Director, Division of Trading and Markets, SEC, to 

Eric Swanson, EVP, General Counsel & Secretary 

that the proposal is consistent with the 

section 15A(b)(5) of the Act.19

Although, the Commission’s finding 

related to US equities pricing data, the 

underlying rationale applies with equal 

force to the options industry. OPRA’s 

current interpretation of the Equal 

Access provision is directly at odds 

with that SEC statement—instead of 

facilitating cost effective access that will 

‘‘accommodate the information needs of 

individual investors,’’ it will disfavor 

small investors that do not require—and 

may be unable to pay for or 

technologically accommodate—a full 

feed of streaming, real-time data from 

OPRA. 

In addition, when OPRA amended its 

rules to make usage based access 

permanently available following a pilot, 

OPRA stated that ‘‘the availability of 

these alternative [usage-based] fees has 

not had any significant negative impact 

on OPRA’s overall revenues or on the 

fair allocation of OPRA’s basic service 

fees to persons who have access to 

options market information.’’ 20

Therefore, the ability to choose the 

manner in which OPRA data is received 

(i.e., either via a streaming subscription 

or on a query basis) to satisfy the 

Equivalent Access Provision will not 

harm OPRA’s financial position, while 

at the same time providing the 

possibility of lower overall costs for US 

options market data users and 

permitting them to better evaluate the 

cost-to-value ratio of obtaining different 

types of data. In sum, Cboe believes that 

its proposal will further access to 

market data generally and will equip 

investors, including retail investors, 

with the ability to make informed 

investment decisions. 

Moreover, under Cboe’s proposal, all 

investors receiving exchange proprietary 

data will continue to have access to 

OPRA data should they so choose. The 

only difference is that the proposed 

amendment will provide subscribers 

with flexibility to choose the manner in 

which they are able to view the data. 

More specifically, since OPRA’s usagebased data service allows market 

participants to obtain quote packets and 

options chains on their terminal or work 

station, by definition, that service will 

still provide equivalent access to 

‘‘consolidated Options Information’’ 

because that market participants will 

have access to ‘‘Last Sale Reports,’’ 

‘‘Quotation Information,’’ and the 

‘‘BBO’’, as required under the current 

Equivalent Access Provision. 

Cboe also believes absent its proposed 

amendment, there could be 

discriminatory application of fees 

between market participants who 

choose to subscribe to exchange 

proprietary data products and those 

who do not. That discriminatory 

treatment arises because, absent the 

proposed amendment, only those 

market participants who do not also 

subscribe to exchange proprietary 

market data products may avail 

themselves of OPRA’s potentially more 

cost-effective usage-based data service. 

That scenario only serves to penalize 

those market participants who choose to 

subscribe to exchange proprietary data 

products because such participants 

(unlike those who do not subscribe to 

proprietary market data products) will 

be required to also subscribe to, and pay 

for, the more expensive full streaming 

OPRA data feed regardless of their 

needs. As noted, in some cases, retail 

investors (or the retail brokers that 

support them) may not be able to afford 

or technologically process the large size 

of the full streaming OPRA data; 

effectively precluding this subset of 

retail investors from accessing 

proprietary options data at all. 

Finally, Cboe believes its proposal 

fosters pricing competition because it 

provides users with more choices about 

what OPRA data to subscribe to, and 

what, if any, exchange data to subscribe 

to. That increased choice reduces that 

possibility that any one market data 

provider, including OPRA, could charge 

non-competitive prices for its data. In 

other words, that proposed amendment 

would result in a situation where all 

exchanges, as well as OPRA, would 

have an incentive to price their market 

data products based on the value 

relative to that of other markets, as they 

would otherwise risk that market 

participants would not subscribe to 

their products. As such, exchanges 

would have to compete on the price or 

quality of their data (e.g., by offering 

consistently better quotes) to generate 

potential subscriber interest in their 

data. This added incentive to compete, 

in turn, could enhance liquidity and 

have a beneficial effect on intermarket 

competition. 

Display Requirement 

Cboe also proposes to add a new 

paragraph to the Equivalent Access 

Provision: proposed paragraph (C) of 

Section 5.2(c)(iii) of the OPRA Plan. 

Proposed paragraph (C) would include 

two requirements. First, Cboe proposes 

to require that dissemination of 

consolidated Options Information for 

the same classes or series of options that 

are included in the Proprietary 

Information must be displayed in a 

context in which a trading or orderrouting decision can be implemented 

(i.e., the point of order entry or 

modification). Accordingly, Cboe 

proposes to add the following 

requirement: ‘‘dissemination of 

consolidated Options Information for 

the same classes or series of options that 

are included in the Proprietary 

Information must be displayed in a 

context in which a trading or orderrouting decision can be implemented 

(i.e., the point of order entry or 

modification).’’ Second, Cboe proposes 

that consolidated Options Information 

must also be provided if a registered 

representative of a broker-dealer 

provides a quotation to a customer that 

can be used to assess the current market 

or the quality of trade execution. 

Therefore, Cboe proposes to include in 

proposed paragraph (C) of Section 

5.2(c)(iii) the following requirement: 

that ‘‘Consolidated Options Information 

must also be provided if a registered 

representative of a broker- dealer 

provides a quotation to a customer that 

can be used to assess the current market 

or the quality of trade execution.’’ 

Like the Vendor Display Rule 21 that 

applies to equities market data, Cboe 

proposes to amend the Equivalent 

Access Provision to also require a 

display of consolidated Options 

Information when it is most needed— 

when a trading or order-routing decision 

could be implemented. Additionally, 

Cboe proposes to clarify in the text of 

new Section 5.2(c)(iii)(C) of the OPRA 

Plan that the time when a trading or 

order-routing decision means at ‘‘the 

point of order entry or modification.’’ 

As is the case under the Vendor Display 

Rule, Cboe is not proposing that a 

display of consolidated data be required 

when market data is being provided on 

a purely informational website that does 

not offer any trading or order-routing 

capability. 

Cboe also proposes to make clear that 

OPRA ‘‘consolidated Options 

Information’’ must also be provided if a 

registered representative of a brokerdealer provides a quotation to a 

customer that can be used to assess the 

current market or the quality of trade 

execution. The foregoing requirement 

codifies guidance provided by the SEC 

in connection with the Vendor Display 

Rule.22


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3967 

BATS, dated July 22, 2015. The response letter from 

the staff of the SEC’s Division of Trading and 

Markets is available on the SEC’s website. 

23See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37567 (June 29, 2005) 

(‘‘Regulation NMS Adopting Release’’). 

24Supra note [21]. 

25 17 CFR 242.608(b)(2). 

When adopting the Vendor Display 

Rule, the Commission expressed its 

view that the NBBO continues to 

provide a great deal of value for retail 

investors in assessing the current market 

for small trades and the quality of 

execution of such trades.23

Subsequently, in a 2015 Denial of NoAction Request under Rule 603(c) of 

Regulation NMS, SEC staff stated their 

belief that when a registered 

representative of a broker-dealer 

provides a quotation to a customer, it is 

typically done in a context where the 

customer uses that information to make 

a trading decision (including a decision 

regarding whether or not to trade, or the 

terms of the trade such as a limit 

price).24 The SEC therefore stated in its 

Denial of No-Action Request that it 

believed that a quotation provided by a 

registered representative to a customer, 

which the customer can use to assess 

the current market or the quality of 

trade execution, is provided ‘‘in a 

context in which a trading or orderrouting decision can be implemented’’ 

for purposes of the Vendor Display 

Rule. 

The proposed adoption of new 

subparagraph (C) under Section 

5.2(c)(iii) of the OPRA Plan is designed 

to ensure continuing access to real-time 

‘‘consolidated Options Information,’’ a 

long-standing requirement in the 

securities industry to display 

consolidated market data at the times 

when it is most needed. With the recent 

growth in US options trading, and a 

large portion of that growth coming 

from retail investors, it is imperative to 

continue to empower those investors 

with cost-effective U.S. options pricing 

information, along with the ability to 

choose the manner in which they access 

such data in accordance with their 

needs. Cboe believes its proposed 

display requirements, coupled with the 

proposal to clarify that OPRA’s usagebased data service satisfies the 

Equivalent Access Provision, will 

achieve that objective and therefore 

meets the standard of being appropriate 

in the public interest, for the protection 

of investors and the maintenance of fair 

and orderly markets, and removes 

impediments to, and perfects the 

mechanism of, a national market 

system.25

2. Text of Amendment 

Cboe proposes to modify Section 

5.2(c)(iii) of the OPRA Plan. The 

existing OPRA Plan is available on the 

OPRA website, www.opraplan.com, 

under the ‘‘Document Library’’ tab. The 

amendments that Cboe is proposing are 

in attached Exhibit A. 

3. Manner of Implementation of 

Amendment 

The proposed amendment will be 

incorporated into the OPRA Plan 

following Commission approval of the 

amendment pursuant to Rule 608(b)(1) 

and (b)(2) of Regulation NMS. 

4. Phases of Development and 

Implementation 

Not applicable. 

5. Impact on Competition 

Cboe believes that the proposed 

amendment will impose no burdens on 

competition that are not justified in 

light of the purposes of the Act. Rather, 

for the reasons discussed more fully 

above, Cboe believes the proposed 

amendment furthers competition and 

incorporates what Cboe believes to be 

the historical interpretation of the 

Equivalent Access Provision by many 

market participants across the industry. 

The proposal to clarify that OPRA’s 

usage-based data services satisfies the 

Equivalent Access Provision, coupled 

with the proposed display requirements. 

would provide investors, particularly 

retail investors and the retail brokers 

that support them, with cost- effective 

U.S. options pricing information, along 

with the ability to choose the manner in 

which they access such data in 

accordance with their needs. Cboe 

believes that its proposal will further 

access to market data generally and will 

equip investors, including retail 

investors, with the ability to make 

informed investment decisions. 

In particular, Cboe believes that the 

proposed amendments to the OPRA 

Plan would avoid an interpretation that 

would limit access to valuable options 

market data by imposing a cost 

prohibitive and/or technologically 

unfeasible requirement on investors, 

particularly low volume users like 

individual retail investors. The proposal 

also will provide the possibility of lower 

overall costs for US options market data 

users and permitting them to better 

evaluate the cost-to-value ratio of 

obtaining different types of data. 

Moreover, the proposed amendment 

would avoid rendering exchange 

proprietary market data products 

redundant, effectively leaving OPRA’s 

feed as the only data source for options 

market participants such as retail 

investors. Furthermore, Cboe does not 

believe that the ability to choose the 

manner in which OPRA data is received 

(i.e., either via a streaming subscription 

or on a query basis) to satisfy the 

Equivalent Access Provision would 

harm OPRA’s financial position, and 

therefore would not have an adverse 

effect on consolidated market data for 

the options industry. 

6. Written Understandings or 

Agreements Among Plan Members 

Not applicable. 

7. Approval of Proposed Amendment 

Not applicable. 

8. Exhibits 

Proposed amendments to the OPRA 

Plan set forth in Exhibit A. 

9. Description of Operation of Facility 

Contemplated by the Proposed 

Amendment 

Not applicable. 

10. Terms and Conditions of Access 

Not applicable. 

11. Method of Determination and 

Imposition, and Amount of, Fees and 

Charges 

Not applicable. 

12. Method and Frequency of Processor 

Evaluation 

Not applicable. 

13. Dispute Resolution 

The Plan does not include provisions 

regarding resolution of disputes 

between or among the Members. 

II. Proposed Revisions to OPRA Plan 

(Exhibit A to the Amendment) 

Additions italicized; deletions 

[bracketed] 

Limited Liability Company Agreement of 

Options Price Reporting Authority, LLC a 

Delaware Limited Liability Company 

* * * * * 

Section 5.2. Collection and Dissemination of 

Options Last Sale Reports and Quotation 

Information. 

* * * * * 

(c) Dissemination of Last Sale Reports, 

Quotation Information and Other 

Information. 

* * * * * 

(iii) A Member may disseminate its 

Proprietary Information pursuant to 

subparagraph (ii) of this paragraph (c) 

provided that: 

(A) such dissemination is limited to other 

Members and to persons who also have 

equivalent access to consolidated Options 

Information disseminated by OPRA for the 

same classes or series of options that are 

included in the Proprietary Information. For 


ddrumheller on DSK120RN23PROD with NOTICES1
3968 Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 

26 17 CFR 200.30–3(a)(85). 

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

2 17 CFR 240.19b–4. 

3See Rule 3240(a)(2)(A) (the ‘‘immediate family 

exception’’); Rule 3240(a)(2)(B) (the ‘‘financial 

institution exception’’); Rule 3240(a)(2)(C) (the 

‘‘registered persons exception’’); Rule 3240(a)(2)(D) 

(the ‘‘personal relationship exception’’); Rule 

3240(a)(2)(E) (the ‘‘business relationship 

exception’’). 

purposes of this clause (A), ‘‘consolidated 

Options Information’’ means consolidated 

Last Sale Reports combined with either 

consolidated Quotation Information or the 

BBO furnished by OPRA, and access to 

consolidated Options Information and access 

to Proprietary Information are deemed 

‘‘equivalent’’ if Proprietary Information and 

consolidated Options Information, whether 

disseminated on a streaming- or per usagebasis, [both kinds of information] are equally 

accessible on the same terminal or work 

station; [and] 

(B) a Member may not disseminate its 

Proprietary Information on any more timely 

basis than the same information is furnished 

to the OPRA System for inclusion in OPRA’s 

consolidated dissemination of Options 

Information;[.] and 

(C) dissemination of consolidated Options 

Information for the same classes or series of 

options that are included in the Proprietary 

Information must be displayed in a context 

in which a trading or order-routing decision 

can be implemented (i.e., the point of order 

entry or modification). Consolidated Options 

Information must also be provided if a 

registered representative of a broker-dealer 

provides a quotation to a customer that can 

be used to assess the current market or the 

quality of trade execution. 

* * * * * 

III. Solicitation of Comments 

The Commission seeks comment on 

the Amendment. Interested persons are 

invited to submit written data, views 

and arguments concerning the 

foregoing, including whether the 

proposed amendment 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. 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– 

820 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 4–820. 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 (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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal offices of the 

Sponsors. 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 

4–820 and should be submitted on or 

before February 12, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01071 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99351; File No. SR–FINRA– 

2024–001] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of a 

Proposed Rule Change To Amend 

FINRA Rule 3240 (Borrowing From or 

Lending to Customers) 

January 16, 2024. 

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 January 2, 

2024, the Financial Industry Regulatory 

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

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by FINRA. 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 amend Rule 

3240 (Borrowing From or Lending to 

Customers) to strengthen the general 

prohibition against borrowing and 

lending arrangements, narrow some of 

the existing exceptions to that general 

prohibition, modernize the immediate 

family exception, and enhance the 

requirements for giving notice to 

members and obtaining members’ 

approval of such arrangements. 

The text of the proposed rule change 

is available on FINRA’s website at 

https://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

Background 

Rule 3240 generally prohibits, with 

exceptions, registered persons from 

borrowing money from or lending 

money to their customers. The rule has 

five tailored exceptions, available only 

when the registered person’s member 

firm has written procedures allowing 

the borrowing and lending of money 

between such registered persons and 

customers of the member, the borrowing 

or lending arrangements meet the 

conditions in one of the exceptions 3

and, when required, the registered 

person notifies the member of a 

borrowing or lending arrangement, prior 

to entering into such arrangement, and 


ddrumheller on DSK120RN23PROD with NOTICES1