2964 Federal Register / Vol. 87, No. 12 / Wednesday, January 19, 2022 / Notices 

16See supra note 4. 

17 15 U.S.C. 78s(b)(3)(A)(ii). 

18 17 CFR 240.19b–4(f)(2). 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

will reflect the current registration rate 

that will be assessed by FINRA as of 

January 2, 2022. The proposed fee 

change is identical to that adopted by 

FINRA for use of Web CRD for the 

registration of FINRA members and 

their associated persons. These costs are 

borne by FINRA when a Non-FINRA 

member uses Web CRD. 

The Exchange believes that its 

proposal to increase the $100 fee for 

each initial Form U4 filed for the 

registration of a representative or 

principal to $125 is equitable and not 

unfairly discriminatory as the 

amendment will reflect the current fee 

that will be assessed by FINRA to all 

members who require Form U4 filings 

as of January 2, 2022. Further, the 

proposal is also equitable and not 

unfairly discriminatory because the 

Exchange will not be collecting or 

retaining these fees; therefore, the 

Exchange will not be in a position to 

apply them in an inequitable or unfairly 

discriminatory manner. The proposed 

rule change was based on recent fee 

adjustments currently assessed by 

FINRA.16 Thus, the proposed change 

does not raise any new or novel issues. 

For these reasons, the Exchange believes 

that the proposal is consistent with the 

Act. 

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 competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that its proposal to 

increase the $100 fee for each initial 

Form U4 filed for the registration of a 

representative or principal to $125 does 

not impose an undue burden on 

competition as the amendment will 

reflect the current fee that will be 

assessed by FINRA to all members who 

require Form U4 filings as of January 2, 

2022. Further, the proposal does not 

impose an undue burden on 

competition because the Exchange will 

not be collecting or retaining these fees; 

therefore, the Exchange will not be in a 

position to apply them in an inequitable 

or unfairly discriminatory manner. 

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,17 and Rule 

19b–4(f)(2) 18 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– 

MIAX–2021–64 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Vanessa Countryman, Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–MIAX–2021–64. 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; 

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–MIAX–2021–64 and should 

be submitted on or before February 9, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2022–00882 Filed 1–18–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93960; File No. SR– 

NYSEArca–2021–109] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges 

January 12, 2022. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on December 

30, 2021, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) 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 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 

The Exchange proposes to amend the 

NYSE Arca Equities Fees and Charges 

(‘‘Fee Schedule’’) to adopt an alternative 

requirement to qualify for the Tape B 

Tier 3 pricing tier. The Exchange 

proposes to implement the fee change 

effective January 3, 2022. The proposed 

rule change is available on the 


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3See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

4See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

5See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fast-answers/divisionsmarketregmr

exchangesshtml.html. 

6See 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. 

7See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

8See id. 

9Under Section III of the Fee Schedule—Standard 

Rates, ETP Holders receive a credit of $0.0020 per 

share for orders that add liquidity in Tape B 

securities. Additionally, in securities priced at or 

above $1.00, an additional credit in Tape B 

securities may be available to LMMs and to Market 

Makers affiliated with LMMs that add displayed 

liquidity based on the number of Less Active ETP 

Securities in which the LMM is registered as the 

LMM. The applicable tiered-credits are noted in the 

Fee Schedule under LMM Transaction Fees and 

Credits. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(4) and (5). 

12See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule to adopt an alternative 

requirement to qualify for the Tape B 

Tier 3 pricing tier. The Exchange 

proposes to implement the fee change 

effective January 3, 2022. 

Background 

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. 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.’’ 3

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 4 Indeed, equity trading is 

currently dispersed across 16 

exchanges,5 numerous alternative 

trading systems,6 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly available information, no single 

exchange currently has more than 18% 

market share.7 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange currently has 

less than 12% market share of executed 

volume of equities trading.8

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products. While it is not possible to 

know a firm’s reason for shifting order 

flow, the Exchange believes that one 

such reason is because of fee changes at 

any of the registered exchanges or nonexchange venues to which a firm routes 

order flow. With respect to nonmarketable order flow that would 

provide liquidity on an Exchange 

against which market makers can quote, 

ETP Holders can choose from any one 

of the 16 currently operating registered 

exchanges to route such order flow. 

Accordingly, competitive forces 

constrain exchange transaction fees that 

relate to orders that would provide 

liquidity on an exchange. 

Proposed Rule Change 

Currently, under the Tape B Tier 3 

pricing tier, an ETP Holder could 

qualify for a credit of $0.0025 per share 9

for adding liquidity in Tape B Securities 

if such ETP Holder (1) has Adding ADV 

of Tape B CADV that is equal to at least 

0.20% of the Tape B CADV and (2) has 

Market Maker Electronic Posting 

Volume of TCADV of at least 0.50% by 

an OTP Holder or OTP Firm affiliated 

with the ETP Holder. 

The Exchange proposes to adopt an 

alternative requirement to qualify for 

Tape B Tier 3 credit. As proposed, an 

ETP Holder could qualify for the Tape 

B Tier 3 credit of $0.0025 per share for 

adding liquidity in Tape B securities if 

such ETP Holder has Adding ADV of 

Tape B CADV that is equal to at least 

0.15% over the ETP Holder’s April 2020 

Adding ADV taken as a percentage of 

Tape B CADV. 

The Exchange is not proposing any 

change to the level of Tape B Tier 3 

credits. 

The proposed rule change to adopt an 

alternative requirement to qualify for 

the existing credit is designed to 

incentivize ETP Holders to increase 

liquidity-providing orders in Tape B 

securities they send to the Exchange, 

which would support the quality of 

price discovery on the Exchange and 

provide additional liquidity for 

incoming orders. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,10 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,11 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

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. 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.’’ 12

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow, or discontinue or 

reduce use of certain categories of 


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2966 Federal Register / Vol. 87, No. 12 / Wednesday, January 19, 2022 / Notices 

products, in response to fee changes. 

With respect to non-marketable orders 

that provide liquidity on an Exchange, 

ETP Holders 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. 

In particular, the Exchange believes 

the proposed rule change is reasonable 

because it provides an additional 

opportunity for ETP Holders to receive 

an existing rebate on qualifying orders 

in a manner that incentivizes order flow 

on the Exchange’s equities platform. 

The Exchange believes the proposed 

change to adopt an alternative 

requirement to qualify for the Tape B 

Tier 3 pricing tier is reasonable because 

it provides ETP Holders with an 

additional way to qualify for the pricing 

tier’s credit by providing liquidity in 

Tape B securities each month over a 

predetermined baseline, and which does 

not include an options component. The 

Exchange believes that the proposed 

alternative to qualify for the pricing tier 

utilizing an equities-only requirement is 

reasonable because the proposal 

provides firms that do not have an 

affiliation with an OTP Holder or OTP 

Firm the ability to reach the proposed 

volume tier by sending liquidity 

providing orders in tape B securities, 

thereby creating an incentive for ETP 

Holders to bring increased order flow to 

a public exchange. 

The Exchange believes the proposed 

change to adopt an alternative method 

to qualify for existing credits is 

reasonable as these changes would 

provide an incentive for ETP Holders to 

direct their order flow to the Exchange 

and provide meaningful added levels of 

liquidity in order to qualify for the 

existing credit, thereby contributing to 

depth and market quality on the 

Exchange. 

As noted above, the Exchange 

operates in a highly competitive 

environment, particularly for attracting 

order flow that provides displayed 

liquidity on an exchange. More 

specifically, the Exchange notes that 

greater add volume order flow may 

provide for deeper, more liquid markets 

and execution opportunities at 

improved prices, which the Exchange 

believes would incentivize liquidity 

providers to submit additional liquidity 

and enhance execution opportunities. 

The Exchange notes that volumebased incentives and discounts have 

been widely adopted by exchanges, 

including the Exchange, and are 

reasonable, equitable and not unfairly 

discriminatory because they are 

available to all ETP Holders on an equal 

basis. They also provide additional 

benefits or discounts that are reasonably 

related to the value of the Exchange’s 

market quality and associated higher 

levels of market activity, such as higher 

levels of liquidity provision and/or 

growth patterns. Additionally, the 

Exchange is one of many venues and 

off-exchange venues to which market 

participants may direct their order flow, 

and it represents a small percentage of 

the overall market. Competing 

exchanges offer similar tiered pricing 

structures to that of the Exchange, 

including schedules of rebates and fees 

that apply based on members achieving 

certain volume thresholds. 

The Exchange believes its proposal 

equitably allocates its fees and credits 

among its market participants. 

The Exchange believes that the 

proposal represents an equitable 

allocation of fees and credits and is not 

unfairly discriminatory because it 

would apply uniformly to all ETP 

Holders, in that all ETP Holders will be 

eligible for the existing credit and have 

the opportunity to meet the tier’s 

criteria and receive the applicable rebate 

if such criteria is met. The existing 

rebate would apply automatically and 

uniformly to all ETP Holders that 

achieve the corresponding criteria. The 

proposed change is designed as an 

incentive to any and all liquidity 

providers interested in meeting the tier 

criteria to submit order flow to the 

Exchange and each will receive the 

associated rebate if the tier criteria is 

met. While the Exchange has no way of 

knowing whether this proposed rule 

change would definitively result in any 

particular ETP Holder qualifying for the 

existing credit by utilizing the proposed 

alternative requirement, the Exchange 

anticipates a number of ETP Holders 

would be able to meet, or will 

reasonably be able to meet, the proposed 

criteria. However, without having a 

view of activity on other markets and 

off-exchange venues, the Exchange has 

no way of knowing whether this 

proposed rule change would result in 

any ETP Holder meeting the alternative 

requirement and qualifying for the Tape 

B Tier 3 rebate. As stated, the proposed 

alternative requirement to qualify for an 

existing credit is designed to provide an 

incentive for ETP Holders to submit 

additional liquidity in Tape B securities. 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The Exchange believes it is not 

unfairly discriminatory to provide an 

alternative way to qualify for the per 

share credit under the Tape B Tier 3 

pricing tier, as the credit would be 

provided on an equal basis to all ETP 

Holders that meet the proposed 

alternative requirement. Further, the 

Exchange believes the proposed 

alternative requirement would 

incentivize ETP Holders to send their 

liquidity providing orders in Tape B 

securities to the Exchange to qualify for 

the existing rebate. 

The Exchange believes that the 

proposed alternative requirement to 

qualify for the Tape B Tier 3 credit is 

not unfairly discriminatory because it 

would be available to all ETP Holders 

on an equal and non-discriminatory 

basis. In this regard, the Exchange notes 

that ETP Holders that do not meet the 

proposed alternative requirement would 

continue to have the opportunity to 

qualify for the Tape B Tier 3 credit by 

satisfying the current requirement, 

which would not change as a result of 

this proposal. 

The Exchange also believes that the 

proposed rule change is not unfairly 

discriminatory because it is reasonably 

related to the value to the Exchange’s 

market quality associated with higher 

volume. The proposed change to the 

Tape B Tier 3 pricing tier is designed as 

an incentive to any and all ETP Holders 

interested in meeting the tier criteria to 

submit additional order flow to the 

Exchange and each will receive the 

existing rebate if the tier criteria is met. 

The Exchange also notes that the 

proposed rule change will not adversely 

impact any ETP Holder’s pricing or its 

ability to qualify for other tiers. Rather, 

should an ETP Holder not meet the 

Tape B Tier 3 pricing tier’s criteria, the 

ETP Holder will merely not receive the 

corresponding rebate. 

In the prevailing competitive 

environment, ETP Holders are free to 

disfavor the Exchange’s pricing if they 

believe that alternatives offer them 

better value. Moreover, this proposed 

rule change neither targets nor will it 

have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

this proposal does not permit unfair 

discrimination because the changes 

described in this proposal would be 

applied uniformly to all similarly 

situated ETP Holders and all ETP 

Holders would be subject to the same 

requirements. Accordingly, no ETP 

Holder already operating on the 

Exchange would be disadvantaged by 

the proposed allocation of fees. The 

Exchange further believes that the 

proposed changes would not permit 

unfair discrimination among ETP 

Holders because the Tape B Tier 3 credit 


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13 15 U.S.C. 78f(b)(8). 

14See Securities Exchange Act Release No. 51808, 

70 FR 37495, 37498–99 (June 29, 2005) (S7–10–04) 

(Final Rule). 

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

16 17 CFR 240.19b–4(f)(2). 17 15 U.S.C. 78s(b)(2)(B). 

would be available equally to all ETP 

Holders. 

Finally, the submission of orders to 

the Exchange is optional for ETP 

Holders in that they could choose 

whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. The Exchange 

believes that it is subject to significant 

competitive forces, as described below 

in the Exchange’s statement regarding 

the burden on competition. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,13 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Instead, as 

discussed above, the Exchange believes 

that the proposed changes would 

encourage the submission of additional 

liquidity to a public exchange, thereby 

promoting market depth, price 

discovery and transparency and 

enhancing order execution 

opportunities for ETP Holders. As a 

result, the Exchange believes that the 

proposed change furthers the 

Commission’s goal in adopting 

Regulation NMS of fostering integrated 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 14

Intramarket Competition. The 

Exchange believes the proposed 

amendment to its Fee Schedule would 

not impose any burden on competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange does not believe that the 

proposed change represents a significant 

departure from previous pricing offered 

by the Exchange or its competitors. The 

proposed change is designed to attract 

additional order flow to the Exchange, 

in particular with respect to Tape B 

securities. The Exchange believes that 

the proposed adoption of an alternative 

requirement to qualify for an established 

credit under the Tape B Tier 3 pricing 

tier would incentivize market 

participants to direct liquidity adding 

order flow to the Exchange, bringing 

with it additional execution 

opportunities for market participants 

and improved price transparency. 

Greater overall order flow, trading 

opportunities, and pricing transparency 

benefits all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage ETP 

Holders to send orders to the Exchange, 

thereby contributing towards a robust 

and well-balanced market ecosystem. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

their orders to other exchange and offexchange venues if they deem fee levels 

at those other venues to be more 

favorable. As noted above, the 

Exchange’s market share of intraday 

trading (i.e., excluding auctions) is 

currently less than 12%. In such an 

environment, the Exchange must 

continually adjust its fees and rebates to 

remain competitive with other 

exchanges and with off-exchange 

venues. Because competitors are free to 

modify their own fees and credits in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

does not believe its proposed fee change 

can impose any burden on intermarket 

competition. 

The Exchange believes that the 

proposed change could promote 

competition between the Exchange and 

other execution venues, including those 

that currently offer similar order types 

and comparable transaction pricing, by 

encouraging additional orders to be sent 

to the Exchange for execution. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 15 of the Act and 

subparagraph (f)(2) of Rule 19b–4 16

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 17 of the Act to 

determine whether the proposed rule 

change 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– 

NYSEArca–2021–109 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–NYSEArca–2021–109. 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 

offices 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 


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18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The term ‘‘Market Maker’’ refers to ‘‘Lead 

Market Maker’’ (‘‘LMM’’), ‘‘Primary Lead Market 

Maker’’ (‘‘PLMM’’) and ‘‘Registered Market Maker’’ 

(‘‘RMM’’), collectively. See the Definitions Section 

of the Fee Schedule and Exchange Rule 100. 

4 ‘‘Member’’ means an individual or organization 

approved to exercise the trading rights associated 

with a Trading Permit. Members are deemed 

‘‘members’’ under the Exchange Act. See the 

Definitions Section of the Fee Schedule and 

Exchange Rule 100. 

5 ‘‘Priority Customer’’ means a person or entity 

that (i) is not a broker or dealer in securities, and 

(ii) does not place more than 390 orders in listed 

options per day on average during a calendar month 

for its own beneficial account(s). See Exchange Rule 

100, including Interpretation and Policy .01. 

6 ‘‘Excluded Contracts’’ means any contracts 

routed to an away market for execution. See the 

Definitions Section of the Fee Schedule. 

7The term ‘‘Exchange System Disruption’’ means 

an outage of a Matching Engine or collective 

Matching Engines for a period of two consecutive 

hour or more, during trading hours. See the 

Definitions Section of the Fee Schedule. 

8A ‘‘Matching Engine’’ is a part of the MIAX 

Emerald electronic system that processes options 

orders and trades on a symbol-by-symbol basis. See 

the Definitions Section of the Fee Schedule. 

9For a Priority Customer complex order taking 

liquidity in both a Penny class and non-Penny class 

against Origins other than Priority Customer, the 

Priority Customer order will receive a rebate based 

on the Tier achieved. 

10See Securities Exchange Act Release No. 88993 

(June 2, 2020), 85 FR 35145 (June 8, 2020) (SR– 

EMERALD–2020–05) (Notice of Filing and 

Immediate Effectiveness of a Proposed Rule Change 

To Amend Exchange Rule 510, Minimum Price 

Variations and Minimum Trading Increments, To 

Conform the Rule to Section 3.1 of the Plan for the 

Purpose of Developing and Implementing 

Procedures Designed To Facilitate the Listing and 

Trading of Standardized Options) (the ‘‘Penny 

Program’’). 

11 ‘‘Affiliate’’ means (i) an affiliate of a Member 

of at least 75% common ownership between the 

firms as reflected on each firm’s Form BD, Schedule 

A, or (ii) the Appointed Market Maker of an 

Appointed EEM (or, conversely, the Appointed 

EEM of an Appointed Market Maker). An 

‘‘Appointed Market Maker’’ is a MIAX Emerald 

Market Maker (who does not otherwise have a 

corporate affiliation based upon common 

ownership with an EEM) that has been appointed 

by an EEM and an ‘‘Appointed EEM’’ is an EEM 

(who does not otherwise have a corporate affiliation 

based upon common ownership with a MIAX 

Emerald Market Maker) that has been appointed by 

a MIAX Emerald Market Maker, pursuant to the 

following process. A MIAX Emerald Market Maker 

appoints an EEM and an EEM appoints a MIAX 

Emerald Market Maker, for the purposes of the Fee 

Schedule, by each completing and sending an 

submissions should refer to File 

Number SR–NYSEArca–2021–109, and 

should be submitted on or before 

February 9, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00873 Filed 1–18–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93967; File No. SR– 

EMERALD–2021–45] 

Self-Regulatory Organizations; MIAX 

Emerald, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule 

January 12, 2022. 

Pursuant to the provisions of Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 30, 2021, MIAX Emerald, 

LLC (‘‘MIAX Emerald’’ or ‘‘Exchange’’), 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

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 

The Exchange is filing a proposal to 

amend the MIAX Emerald Fee Schedule 

(the ‘‘Fee Schedule’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/emerald, at MIAX’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 Exchange proposes to amend 

Section 1(a)(i) of the Fee Schedule to: (i) 

Decrease Simple Maker (as defined 

below) rebates in certain Tiers for 

options transactions in Penny classes (as 

defined below) for the Market Maker 

Origin 3; and (ii) make several nonsubstantive formatting changes to the 

Exchange Rebates/Fees tables in Section 

1(a)(i) of the Fee Schedule. 

Background 

The Exchange currently assesses 

transaction rebates and fees to all 

market participants, which are based 

upon a threshold tier structure (‘‘Tier’’). 

Tiers are determined on a monthly basis 

and are based on three alternative 

calculation methods, as defined in 

Section 1(a)(ii) of the Fee Schedule. The 

calculation method that results in the 

highest Tier achieved by the Member 4

shall apply to all Origin types by the 

Member, except the Priority Customer 5

Origin type (calculation of Tiers 

discussed below). The monthly volume 

thresholds for each method, associated 

with each Tier, are calculated as the 

total monthly volume executed by the 

Member in all options classes on MIAX 

Emerald in the relevant Origins and/or 

applicable liquidity, not including 

Excluded Contracts, 6 (as the numerator) 

expressed as a percentage of (divided 

by) Customer Total Consolidated 

Volume (‘‘CTCV’’) (as the denominator). 

CTCV is calculated as the total national 

volume cleared at The Options Clearing 

Corporation (‘‘OCC’’) in the Customer 

range in those classes listed on MIAX 

Emerald for the month for which fees 

apply, excluding volume cleared at the 

OCC in the Customer range executed 

during the period of time in which the 

Exchange experiences an ‘‘Exchange 

System Disruption’’ 7 (solely in the 

option classes of the affected Matching 

Engine).8 In addition, the per contract 

transaction rebates and fees shall be 

applied retroactively to all eligible 

volume once the Tier has been reached 

by the Member. Members that place 

resting liquidity, i.e., orders on the 

MIAX Emerald System, will be assessed 

the specified ‘‘maker’’ rebate or fee 

(each a ‘‘Maker’’) and Members that 

execute against resting liquidity will be 

assessed the specified ‘‘taker’’ fee or 

rebate (each a ‘‘Taker’’).9 Members are 

also assessed lower transaction fees and 

smaller rebates for order executions in 

standard option classes in the Penny 

Interval Program 10 (‘‘Penny classes’’) 

than for order executions in standard 

option classes which are not in the 

Penny Program (‘‘non-Penny classes’’), 

for which Members will be assessed a 

higher transaction fees and larger 

rebates. 

For the Priority Customer Origin type, 

the Tier applied for a Member and its 

Affiliates’ 11 is solely determined by 


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