16268 Federal Register / Vol. 87, No. 55 / Tuesday, March 22, 2022 / Notices 

26For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

27 17 CFR 200.30–3(a)(12). 

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). 

5Exchange 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). 

6See FINRA Rule 1210 (Registration 

Requirements) and 1240 (Continuing Education 

Requirements). 

7See 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’’). 

operative delay and designates the 

proposed rule change as operative upon 

filing.26

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– 

FINRA–2022–005 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–FINRA–2022–005. 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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of 

FINRA. 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–FINRA– 

2022–005 and should be submitted on 

or before April 12, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05975 Filed 3–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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 


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8As 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. 

9See 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®’’) 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. 

10See Rule 2.5.02(b) (Failure to Complete). 

11The S101 (General Program for Registered 

Persons) and the S201 (Registered Principals and 

Supervisors). 

12The 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. 

13See 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 noncompletion. 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. 

14See Approval Order, supra note 7. 

15When 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). 

16See proposed Rule 2.5.02(a)(1). 

17 Id. 

18 Id. 

19 Id. 

20See proposed Rule 2.5.02(a)(4). 

21The 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. 

22See proposed Rule 2.5.02(a)(2). 

23 Id. 

adopt provisions of FINRA Rules 

regarding the ‘‘Firm Element,’’ as further 

discussed below. 

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. 

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 principallevel 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. 

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. 

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

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

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

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 


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24See proposed Rule 2.5.02(a)(3). 

25See proposed Rule 2.5.02(a)(4). 

26 Id. 

27Specifically, 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). 

28See proposed Rule 2.5.02(d)(1). 

29See 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. 

30See proposed Rule 2.5.02(d)(3). 

31See proposed Rule 2.5.02(d). 

32See proposed Rule 2.5.02(d)(4) and (d)(5). 

33See proposed Rule 2.5.02(d)(1) and (d)(6). 

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

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 supervisoryspecific 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: 

• 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

• Individuals could elect to 

participate when they terminate a 

registration or within two years from the 

termination of a registration; 29

• individuals would be required to 

complete annually all prescribed 

continuing education; 30

• individuals would have a maximum 

of five years in which to reregister; 31

• 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 

• 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

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 


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34The 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). 

35See 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. 

36 15 U.S.C. 78f(b). 

37 15 U.S.C. 78f(b)(5). 

38See Approval Order, supra note 7. 

39 15 U.S.C. 78f(b)(5). 

40 15 U.S.C. 78f(c)(3). 

41See Approval Order, supra note 7. 

42Proposed 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. 

44 15 U.S.C. 78s(b)(3)(A)(iii). 

45 17 CFR 240.19b–4(f)(6). 

46 17 CFR 240.19b–4(f)(6)(iii). 

existing text described above from 

paragraph (c) to paragraph (j).34

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

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. 

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

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

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 


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47For 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). 48 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

changes on January 3, 2022 (SR-CboeEDGA–2022– 

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. 

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

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 

• 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– 

MEMX–2022–05 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–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

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05976 Filed 3–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94436; File No. SRCboeEDGA–2022–003] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend the 

Fees Applicable to Various Market 

Data Products 

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 3, 

2022, Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGA Exchange, Inc. (‘‘EDGA’’ 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to amend the fees applicable to 

various market data products. The text 

of the proposed rule change is provided 

in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

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

equities/regulation/rule_filings/edga/), 

at the Exchange’s Office of the 

Secretary, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Market Data section applicable to its 

equities trading platform (‘‘EDGA 

Equities’’). Particularly, the Exchange 

proposes to (i) adopt a New External 

Distributor Credit applicable to Cboe 

One Premium, and (ii) extend the New 

External Distributor Credit applicable to 

EDGA Summary Depth Feed from one 

(1) month to three (3) months.3


lotter on DSK11XQN23PROD with NOTICES1