[Federal Register Volume 87, Number 55 (Tuesday, March 22, 2022)]
[Notices]
[Pages 16268-16272]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-05976]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94429; File No. SR-MEMX-2022-05]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change Related to Continuing 
Education Requirements

March 16, 2022.
    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 March 10, 2022, MEMX LLC (``MEMX'' or the ``Exchange'') filed 
with the Securities and Exchange Commission (the ``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange filed the proposal as 
a ``non-controversial'' proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) thereunder.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change 
to amend Exchange Rule 2.5 (Restrictions). The proposed rule change is 
based on recent changes to continuing education requirements made by 
the Financial Industry Regulatory Authority, Inc. (``FINRA''), 
including a change to require that the Regulatory Element of continuing 
education be completed annually rather than every three years and to 
provide a path through continuing education for individuals to maintain 
their qualification following the termination of a registration. The 
text of the proposed rule change is provided in Exhibit 5.

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
Background
    The Exchange sets forth certain continuing education (``CE'') 
requirements for its ``Members,'' \5\ including requirements to 
participate in the Regulatory Element of training, which are generally 
based on certain FINRA Rules.\6\ The Regulatory Element of CE is 
administered to industry participants by FINRA and focuses on 
regulatory requirements and industry standards. The Exchange has 
codified its general registration requirements under Interpretation and 
Policy .01 to Exchange Rule 2.5 (``Rule 2.5.01'') and its CE program, 
including implementation of the Regulatory Element under Interpretation 
and Policy .02 to Exchange Rule 2.5 (``Rule 2.5.02''). The Exchange 
seeks to amend its rules to more closely mirror FINRA Rules, as 
amended.\7\ Consistent with this goal, the Exchange also seeks to

[[Page 16269]]

adopt provisions of FINRA Rules regarding the ``Firm Element,'' as 
further discussed below.
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    \5\ Exchange Rules define a Member to mean any registered broker 
or dealer that has been admitted to membership in the Exchange. See 
Exchange Rule 1.5(p).
    \6\ See FINRA Rule 1210 (Registration Requirements) and 1240 
(Continuing Education Requirements).
    \7\ See Securities Exchange Act Release No. 34-93097 (September 
21, 2021), 86 FR 53358 (September 27, 2021) (Order Approving File 
No. SR-FINRA-2021-015) (the ``Approval Order'').
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    Tracking FINRA Rule 1240(a) (Regulatory Element), Rule 2.5.02 
currently requires Registered Representatives \8\ to complete the 
applicable Regulatory Element initially within 120 days after the 
person's second registration anniversary date and, thereafter, within 
120 days after every third registration anniversary date.\9\ The 
Exchange may extend these time frames for good cause shown.\10\ Any 
Registered Representative that does not complete the Regulatory Element 
within the prescribed time frames will have their respective 
registrations deemed inactive, and therefore would be prohibited from 
performing, or being compensated for, any activities requiring such 
registration, including supervisory duties.
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    \8\ As defined in Exchange Rule 2.5.02, a ``Registered 
Representative'' is any Authorized Trader, Principal, or Financial/
Operations Principal, as each is defined separately in the Exchange 
Rules.
    \9\ See Rule 2.5.02(a) (Requirements) and Rule 2.5.02(d) 
(Reassociation in a Registered Capacity). An individual's 
registration anniversary date is generally the date they initially 
registered with FINRA in the Central Registration Depository 
(``CRD[supreg]'') system. However, an individual's registration 
anniversary date would be reset if the individual has been out of 
the industry for two or more years and is required to requalify by 
examination, or obtain an examination waiver, in order to 
reregister. An individual's registration anniversary date would also 
be reset if the individual obtains a conditional examination waiver 
that requires them to complete the Regulatory Element by a specified 
date.
    \10\ See Rule 2.5.02(b) (Failure to Complete).
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    The Regulatory Element consists of a subprogram for registered 
persons generally, and a subprogram for principals and supervisors.\11\ 
While some of the current Regulatory Element content is unique to 
particular registration categories, most of the content has broad 
application to both representatives and principals.\12\ Currently, 
Registered Representatives who have been terminated for two or more 
years may reregister as representatives or principals only if they 
requalify by retaking and passing the applicable representative- or 
principal-level examination or if they obtain a waiver of such 
examination(s) (the ``two-year qualification period'').\13\ The two-
year qualification period was adopted prior to the creation of the CE 
Program and was intended to ensure that individuals who reregister are 
relatively current on their regulatory and securities knowledge.
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    \11\ The S101 (General Program for Registered Persons) and the 
S201 (Registered Principals and Supervisors).
    \12\ The current content is presented in a single format leading 
individuals through a case that provides a story depicting 
situations that they may encounter in the course of their work.
    \13\ See supra note 10. Individuals must complete the entire 
Regulatory Element session to be considered to have ``completed'' 
the Regulatory Element; partial completion is the same as non-
completion. As described below, the Exchange also proposes to adopt 
additional language based on FINRA Rule 1210, Supplementary Material 
.08 as new paragraph (j) to Rule 2.5.01.
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Proposed Rule Change
    The Exchange has participated in extensive work with the Securities 
Industry/Regulatory Council on Continuing Education (``CE Council'') 
and discussions with stakeholders, including other industry 
participants and the North American Securities Administrators 
Association (``NASAA''), that has resulted in amendments to FINRA Rules 
1210 and 1240.\14\ Following these changes, the Exchange seeks to align 
its Rules to the FINRA CE Program by making the following changes to 
the Exchange Rule 2.5.01 and Rule 2.5.02.
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    \14\ See Approval Order, supra note 7.
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Transition to Annual Regulatory Element for Registered Representatives
    Currently, the Regulatory Element prescribed in Rule 2.5.02 sets 
forth that training must be completed every three years, and the 
content is broad in nature. Based on changes in technology and learning 
theory, the Regulatory Element content can be updated and delivered in 
a timelier fashion and tailored to each registration category, which 
would further the goals of the Regulatory Element.\15\ Therefore, to 
align the Exchange's Rules with changes made by FINRA and to provide 
registered persons with more timely and relevant training on 
significant regulatory developments, the Exchange proposes amending 
Rule 2.5.02(a) to require registered persons to complete the Regulatory 
Element annually by December 31, with the first compliance date 
December 31, 2023.\16\ The proposed amendment would also require 
registered persons to complete Regulatory Element content for each 
representative or principal registration category that they hold, which 
would also further the goals of the Regulatory Element.\17\ Under the 
proposed rule change, Registered Representatives will have the 
flexibility to complete the Regulatory Element sooner than December 31 
of each year.\18\
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    \15\ When the FINRA CE Program was originally adopted in 1995, 
registered persons were required to complete the Regulatory Element 
on their second, fifth and 10th registration anniversary dates. See 
Securities Exchange Act Release No. 35341 (February 8, 1995), 60 FR 
8426 (February 14, 1995) (Order Approving File Nos. SR-AMEX-94-59; 
SR-CBOE-94-49; SR-CHX-94-27; SR-MSRB-94-17; SR-NASD-94-72; SR-NYSE-
94-43; SR-PSE-94-35; and SR-PHLX-94-52). The change to the current 
three-year cycle was made in 1998 to provide registered persons more 
timely and effective training, consistent with the overall purpose 
of the Regulatory Element. See Securities Exchange Act Release No. 
39712 (March 3, 1998), 63 FR 11939 (March 11, 1998) (Order Approving 
File Nos. SR-CBOE-97-68; SR-MSRB-98-02; SR-NASD-98-03; and SR-NYSE-
97-33).
    \16\ See proposed Rule 2.5.02(a)(1).
    \17\ Id.
    \18\ Id.
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    Registered Representatives who would be registering as a 
representative or principal for the first time on or after the 
implementation date of the proposed rule change would be required to 
complete their initial Regulatory Element for that registration 
category in the next calendar year following their registration.\19\ In 
addition, subject to specified conditions, Registered Representatives 
who would be reregistering as a representative or principal on or after 
the implementation date of the proposed rule change would also be 
required to complete their initial Regulatory Element for that 
registration category in the next calendar year following their 
reregistration.\20\
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    \19\ Id.
    \20\ See proposed Rule 2.5.02(a)(4).
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    Consistent with current requirements, Registered Representatives 
who fail to complete their Regulatory Element within the prescribed 
period would be automatically designated as inactive. However, the 
proposed rule change preserves the Exchange's ability to extend the 
time by which a Registered Representative must complete the Regulatory 
Element for good cause shown.\21\
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    \21\ The proposed rule change clarifies that the request for an 
extension of time must be in writing and include supporting 
documentation, which is consistent with current practice.
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    The Exchange also proposes amending Rule 2.5.02 to clarify that: 
(1) Individuals who are designated as inactive would be required to 
complete all of their pending and upcoming annual Regulatory Element, 
including any annual Regulatory Element that becomes due during their 
CE inactive period, to return to active status; \22\ (2) the two-year 
CE inactive period is calculated from the date individuals become CE 
inactive, and it continues to run regardless of whether individuals 
terminate their registrations; \23\ (3) individuals who become subject 
to a significant disciplinary action may be required to complete 
assigned continuing education content as

[[Page 16270]]

prescribed by the Exchange; \24\ (4) individuals who have not completed 
any Regulatory Element content for a registration category in the 
calendar year(s) prior to reregistering would not be approved for 
registration for that category until they complete that Regulatory 
Element content, pass an examination for that registration category or 
obtain an unconditional examination waiver for that registration 
category, whichever is applicable; \25\ and (5) the Regulatory Element 
requirements apply to individuals who are registered, or in the process 
of registering, as a representative or principal.\26\ The Exchange 
notes that it also proposes to add additional language to Rule 
2.5.02(a)(2) to further align such Rule with FINRA Rule 1240(a)(2).\27\
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    \22\ See proposed Rule 2.5.02(a)(2).
    \23\ Id.
    \24\ See proposed Rule 2.5.02(a)(3).
    \25\ See proposed Rule 2.5.02(a)(4).
    \26\ Id.
    \27\ Specifically, proposed Rule 2.5.02(a)(2), like FINRA Rule 
1240(a)(2), would state that a person whose registration had been 
deemed inactive ``may not accept or solicit business or receive any 
compensation for the purchase or sale of securities.'' The proposed 
Rule would go on to state that ``[h]owever, such person may receive 
trail or residual commissions resulting from transactions completed 
before the inactive status, unless the Member with which such person 
is associated has a policy prohibiting such trail or residual 
commissions.'' See proposed Rule 2.5.02(a)(2).
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    Under the proposed rule change, the amount of content that 
registered persons would be required to complete in a three-year, 
annual cycle for a particular registration category is expected to be 
comparable to what most registered persons are currently completing 
every three years. In some years, there may be more required content 
for some registration categories depending on the volume of rule 
changes and regulatory issues. In addition, an individual who holds 
multiple registrations may be required to complete additional content 
compared to an individual who holds a single registration because, as 
noted above, individuals would be required to complete content specific 
to each registration category that they hold. However, individuals with 
multiple registrations would not be subject to duplicative regulatory 
content in any given year. The more common registration combinations 
would likely share much of their relevant regulatory content each year. 
For example, individuals registered as General Securities 
Representatives and General Securities Principals would receive the 
same content as individuals solely registered as General Securities 
Representatives, supplemented with a likely smaller amount of 
supervisory-specific content on the same topics. The less common 
registration combinations may result in less topic overlap and more 
content overall.
Firm Element
    The Exchange proposes adopting paragraph (b) under Rule 2.5.02 to 
implement and administer a required annual Firm Element training 
program for Registered Representatives. Proposed paragraph (b) is based 
on and substantially similar to FINRA Rule 1240(b), as amended. As 
proposed, each Member shall conduct an annual needs analysis to 
determine the appropriate training. At a minimum the Firm Element 
training must cover ethics and professional responsibility, as well as 
applicable regulatory requirements.
    In alignment with recent changes to FINRA's Firm Element 
requirements, the Exchange, consistent with its needs analysis, may 
determine to apply toward the Firm Element other required training. The 
Exchange may consider training relating to its AML compliance program 
toward satisfying an individual's annual Firm Element requirement. 
Consistent with FINRA amendments, the Exchange shall extend Firm 
Element requirements to all Registered Representatives, with such 
training to cover topics related to the role, activities, or 
responsibilities of the individual Registered Representative and to 
professional responsibility.
Maintenance of Qualification After Termination of Registration
    The Exchange proposes adopting paragraph (d) under Rule 2.5.02 to 
provide eligible individuals who terminate any of their representative 
or principal registrations the option of maintaining their 
qualification for any of the terminated registrations by completing 
continuing education. The proposed rule change would not eliminate the 
two-year qualification period set forth in Rule 2.5.02(a)(2). Rather, 
it would provide such individuals an alternative means of staying 
current on their regulatory and securities knowledge following the 
termination of a registration(s). Eligible individuals who elect not to 
participate in the proposed continuing education program would continue 
to be subject to the current two-year qualification period. The 
proposed rule change is generally aligned with other professional 
continuing education programs that allow individuals to maintain their 
qualification to work in their respective fields during a period of 
absence from their careers (including an absence of more than two 
years) by satisfying continuing education requirements for their 
credential.
    The proposed rule change would impose the following conditions and 
limitations:
    <bullet> Individuals would be required to be registered in the 
terminated registration category for at least one year immediately 
prior to the termination of that category; \28\
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    \28\ See proposed Rule 2.5.02(d)(1).
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    <bullet> Individuals could elect to participate when they terminate 
a registration or within two years from the termination of a 
registration; \29\
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    \29\ See proposed Rule 2.5.02(d)(2). Individuals who elect to 
participate at the later date would be required to complete, within 
two years from the termination of their registration, any continuing 
education that becomes due between the time of their Form U5 
(Uniform Termination Notice for Securities Industry Registration) 
submission and the date that they commence their participation.
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    <bullet> individuals would be required to complete annually all 
prescribed continuing education; \30\
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    \30\ See proposed Rule 2.5.02(d)(3).
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    <bullet> individuals would have a maximum of five years in which to 
reregister; \31\
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    \31\ See proposed Rule 2.5.02(d).
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    <bullet> individuals who have been inactive for two consecutive 
years, or who become inactive for two consecutive years during their 
participation, would not be eligible to participate or continue; \32\ 
and
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    \32\ See proposed Rule 2.5.02(d)(4) and (d)(5).
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    <bullet> individuals who are subject to a statutory 
disqualification, or who become subject to a statutory disqualification 
following the termination of their registration or during their 
participation, would not be eligible to participate or continue.\33\
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    \33\ See proposed Rule 2.5.02(d)(1) and (d)(6).
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Additional Provision Based on FINRA Rules
    Finally, the Exchange proposes to adopt new paragraph (j) to Rule 
2.5.01, entitled Lapse of Registration and Expiration of SIE based on 
FINRA Rule 1210.08. Currently, Interpretation and Policy .01(c) to Rule 
2.5 states that any person who last passed the Securities Industry 
Essentials Examination (``SIE'') or who was last registered as a 
representative, whichever occurred last, four or more years immediately 
preceding the date of receipt by the Exchange of a new application for 
registration as a representative shall be required to pass the SIE in 
addition to a representative qualification examination appropriate to 
his or her category of registration. This same language is contained in 
FINRA Rule 1210.08 but with additional detail. The Exchange proposes 
adopting new paragraph (j) to more closely align with FINRA Rule 
1210.08 and to move the

[[Page 16271]]

existing text described above from paragraph (c) to paragraph (j).\34\
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    \34\ The Exchange notes that it also proposes to modify 
paragraph (h) of Rule 2.5.01 to define the term ``SIE'' because such 
term is currently first used in the text that the Exchange proposes 
to relocate to paragraph (j).
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    As proposed, any person who was last registered in a representative 
registration category two or more years immediately preceding the date 
of receipt by FINRA of a new application for registration in that 
registration category shall be required to pass a representative 
qualification examination appropriate to that registration category as 
specified in Rule 2.5.01, unless the person has maintained his or her 
qualification status for that registration category in accordance with 
proposed Rule 2.5.02(d) or as otherwise permitted by the Exchange. Any 
person who was last registered in a principal registration category two 
or more years immediately preceding the date of a new application for 
registration in that registration category shall be required to pass a 
principal qualification examination appropriate to that registration 
category as specified in this Interpretation and Policy .01, unless the 
person has maintained his or her qualification status for that 
registration category in accordance with Interpretation and Policy 
.02(d) to Rule 2.5 or as otherwise permitted by the Exchange. Any 
person whose registration has been revoked pursuant to Rule 8.1 and any 
person who has a continuing education deficiency for a period of two 
years as provided under Interpretation and Policy .02 to Rule 2.5 shall 
be required to pass a representative or principal qualification 
examination appropriate to his or her category of registration as 
specified in this Interpretation and Policy .01, to be eligible for 
registration. Lastly, for purposes of proposed paragraph (j), an 
application shall not be considered as a new application for 
registration if that application does not result in a registration.
Implementation Dates
    The Exchange proposes to announce implementation dates of the 
proposed rule change in Regulatory Notices to Members that align with 
implementation dates previously announced by FINRA.\35\
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    \35\ See FINRA Regulatory Notice 21-41 (FINRA Amends Rules 1210 
and 1240 to Enhance the Continuing Education Program for Securities 
Industry Professionals), available at: https://www.finra.org/rules-guidance/notices/21-41.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\36\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\37\ in particular, in that it is designed to 
prevent fraudulent and manipulative 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.
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    \36\ 15 U.S.C. 78f(b).
    \37\ 15 U.S.C. 78f(b)(5).
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    As noted above, the proposed rule change seeks to align the 
Exchange Rules with recent changes to FINRA rules which have been 
approved by the Commission.\38\ The Exchange believes the proposed rule 
change is consistent with the provisions of Section 6(b)(5) of the 
Act,\39\ which requires, among other things, that Exchange Rules must 
be designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, and, in general, to 
protect investors and the public interest, and Section 6(c)(3) of the 
Act,\40\ which authorizes the Exchange to prescribe standards of 
training, experience and competence for persons associated with 
Exchange. The proposed changes are based on the changes approved by the 
Commission in the Approval Order,\41\ and the Exchange is proposing to 
adopt such changes substantially in the same form proposed by FINRA 
with only minor changes necessary to conform to the Exchange's existing 
rules, such as removal of cross-references to rules that are applicable 
to FINRA members but not Members of the Exchange.\42\ The Exchange 
believes the proposal is consistent with the Act for the reasons 
described above and for those reasons cited in the Approval Order.\43\
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    \38\ See Approval Order, supra note 7.
    \39\ 15 U.S.C. 78f(b)(5).
    \40\ 15 U.S.C. 78f(c)(3).
    \41\ See Approval Order, supra note 7.
    \42\ Proposed paragraph (j) to Interpretation and Policy .01 of 
Rule 2.5 is based on and substantially similar to FINRA Rule 
1210.08. The proposed changes to Interpretation and Policy .02, 
including new paragraphs (b) and (d) through (f) are based on and 
substantially similar to FINRA Rules 1240(a)(1)-(4), FINRA Rule 
1240(b), FINRA Rule 1240(c) and Supplementary Materials .01 and .02 
to FINRA Rule 1240. The Exchange does not currently have a 
provisions analogous to FINRA Rules 1210.02, 1210.09, or Rule 3110 
and thus has omitted language referring to such provisions in its 
proposed Rules.
    \43\ Id.
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    The Exchange believes the proposed changes to the Regulatory 
Element will ensure that all Registered Representatives receive timely 
and relevant training, which will, in turn, enhance compliance and 
investor protection. The Exchange believes that establishing a path for 
individuals to maintain their qualification following the termination 
of a registration will reduce unnecessary impediments to 
requalification and promote greater diversity and inclusion in the 
securities industry without diminishing investor protection.

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 
the proposed rule change, which harmonizes its rules with recent rule 
changes adopted by FINRA, will reduce the regulatory burden placed on 
market participants engaged in trading activities across different 
markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \44\ and Rule 19b-
4(f)(6) thereunder.\45\
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    \44\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \45\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days after the date of filing. However, 
pursuant to Rule 19b-4(f)(6)(iii), the Commission may designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest. The Exchange has asked the 
Commission to waive the 30-day operative delay so that this proposed 
rule change may become operative immediately upon filing. In addition, 
Rule 19b-4(f)(6)(iii) \46\ requires a self-regulatory organization to 
give the Commission written notice of its intent

[[Page 16272]]

to file a proposed rule change under that subsection at least five 
business days prior to the date of filing, or such shorter time as 
designated by the Commission. The Exchange has provided such notice.
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    \46\ 17 CFR 240.19b-4(f)(6)(iii).
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    Waiver of the 30-day operative delay would allow the Exchange to 
implement proposed changes to its Continuing Education Rules by March 
15, 2022 to coincide with one of FINRA's announced implementation 
dates, thereby eliminating the possibility of a significant regulatory 
gap between the FINRA and MEMX rules, providing more uniform standards 
across the securities industry, and helping to avoid confusion for 
Members of the Exchange that are also FINRA members. For this reason, 
the Commission believes that waiver of the 30-day operative delay for 
this proposal is consistent with the protection of investors and the 
public interest. Accordingly, the Commission hereby waives the 30-day 
operative delay and designates the proposal operative upon filing.\47\
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    \47\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule change's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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 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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5321263f367e303c3e3e363d2720132036307d343c25"><span class="__cf_email__" data-cfemail="afdddac3ca82ccc0c2c2cac1dbdcefdccacc81c8c0d9">[email protected]</span></a>. Please include 
File Number SR-MEMX-2022-05 on the subject line.

Paper Comments

    <bullet> 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-MEMX-2022-05. 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-MEMX-2022-05 and should be submitted on 
or before April 12, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\48\
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    \48\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-05976 Filed 3-21-22; 8:45 am]
BILLING CODE 8011-01-P


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