18446 Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 

19 17 CFR 200.30–3(a)(31). 

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). 

5See Securities and Exchange Act No. 93097 

(September 21, 2021), 86 FR 53358 (September 27, 

2021) (SR–FINRA–2021–015) (Order Approving a 

Proposed Rule Change To Amend FINRA Rules 

1210 (Registration Requirements) and 1240 

(Continuing Education Requirements)). 

6See FINRA Regulatory Notice 21–41 (November 

17, 2021). 

7 ‘‘TPH’’ refers to Trading Permit Holder. See Rule 

1.1. 

8An individual’s initial annual Regulatory 

Element due date will be December 31, 2023. 

9See Rule 3.33(a). An individual’s registration 

anniversary date is generally the date they initially 

registered 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 

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 NSCC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–NSCC– 

2021–016 and should be submitted on 

or before April 20, 2022. Rebuttal 

comments should be submitted by May 

4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06512 Filed 3–29–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94513; File No. SR–CBOE– 

2022–012] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Rules 

Relating to the Continuing Education 

for Registered Persons as Provided 

Under Exchange Rule 3.33 and To 

Amend Related Registration 

Requirements as Provided Under Rule 

3.30 

March 24, 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 15, 

2022, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) 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 ‘‘noncontroversial’’ 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 proposes to amend its 

rules relating to the Continuing 

Education for Registered Persons as 

provided under Exchange Rule 3.33 and 

to amend related Registration 

Requirements as provided under Rule 

3.30. The text of the proposed rule 

change is provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://www.cboe.com/ 

AboutCBOE/ 

CBOELegalRegulatoryHome.aspx), 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 

(i) Background 

The continuing education program for 

registered persons of broker-dealers 

(‘‘CE Program’’) currently requires 

registered persons to complete 

continuing education consisting of a 

Regulatory Element and a Firm Element. 

The Regulatory Element is delivered 

through a web-based delivery method 

called ‘‘CE Online,’’ which is 

administered through the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) online continuing education 

system, and focuses on regulatory 

requirements and industry standards, 

while the Firm Element is provided by 

each firm and focuses on securities 

products, services and strategies the 

firm offers, firm policies and industry 

trends. The CE Program for registered 

persons is codified under Exchange 

Rule 3.33. 

The Securities and Exchange 

Commission (the ‘‘SEC’’ or the 

‘‘Commission’’) recently approved a 

proposal submitted by FINRA relating to 

its CE Program.5 The Exchange 

understands that other exchanges have 

or will propose similar amendments 

based on FINRA’s rule changes. 

Therefore, the Exchange proposes to 

amend and enhance its own CE Program 

as provided under Rule 3.33 and its 

related Registration Requirements as 

provided under Rule 3.30 in response to 

FINRA’s amended CE Program and to 

facilitate compliance with the 

Exchange’s CE Program requirements by 

members of multiple exchanges. The 

Exchange proposes to implement the 

proposed rule changes to align with 

FINRA’s CE Program implementation 

dates.6 Specifically, the proposed 

implementation dates are as follows: 

Changes relating to proposed Rule 

3.33(c) (Continuing Education Program 

for Persons Maintaining Their 

Qualification Following the 

Termination of a Registration Category) 

will become effective March 15, 2022; 

changes relating to Rule 3.30.09 (Waiver 

of Examination for Individuals Working 

for a Financial Services Industry 

Affiliate of a TPH) 7 (referred to as the 

‘‘FSA waiver program’’ or ‘‘FSAWP’’) 

will become effective March 15, 2022; 

and all other changes, including 

changes to Rules 3.33(a) (Regulatory 

Element) 8 and 3.33(b) (Firm Element) 

will become effective January 1, 2023. 

a. Regulatory Element 

Exchange Rule 3.33(a) currently 

requires a registered person 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 


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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. Nonregistered individuals who are participating in the 

waiver program under Rule 3.30.09 (Waiver of 

Examinations for Individuals Working for a 

Financial Services Industry Affiliate of a TPH) 

(‘‘FSAWP participants’’) are also subject to the 

Regulatory Element. See also proposed Rule 

3.33(a)(5) (Definition of Covered Person). The 

Regulatory Element for FSAWP participants 

correlates to their most recent registration(s), and it 

must be completed based on the same cycle had 

they remained registered. FSAWP participants are 

eligible for a single, fixed seven-year waiver period 

from the date of their initial designation, subject to 

specified conditions. Registered persons who 

become subject to a significant disciplinary action, 

as specified in Rule 3.33(a)(2) (Disciplinary 

Actions), may be required to retake the Regulatory 

Element within 120 days of the effective date of the 

disciplinary action, if they remain registered. 

Further, their cycle for participation in the 

Regulatory Element may be adjusted to reflect the 

effective date of the disciplinary action rather than 

their registration anniversary date. 

10See Rule 3.33(a)(1). 

11Supra note 9. 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. 

12See Rule 3.33(g). This CE inactive two-year 

period is calculated from the date such persons 

become CE inactive, and it continues to run 

regardless of whether they terminate their 

registrations before the end of the two-year period. 

Therefore, if registered persons terminate their 

registrations while in a CE inactive status, they 

must satisfy all outstanding Regulatory Element 

prior to the end of the CE inactive two-year period 

in order to reregister with a member without having 

to requalify by examination or having to obtain an 

examination waiver. 

13The S101 (General Program for Registered 

Persons) and the S201 (Registered Principals and 

Supervisors). 

14The 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. 

15The rule defines ‘‘covered registered persons’’ 

as any registered person or any associated person 

who has direct contact with customers in the 

conduct of a Trading Permit Holder’s or TPH 

organization’s securities sales, trading or 

investment banking activities, and the immediate 

supervisors of any such persons. See Rule 3.33(c)(1) 

(Persons Subject to the Firm Element). 

16See Rule 3.33(c)(2) (Standards). 

17 Id. 

18See, e.g. Rules 8.12 and 8.16(g). 

19See Rule 3.33(g). The two-year qualification 

period is calculated from the date individuals 

terminate their registration and the date the 

Exchange receives a new application for 

registration. The two-year qualification period does 

not apply to individuals who terminate a limited 

registration category that is a subset of a broader 

registration category for which they remain 

qualified. Such individuals have the option of 

reregistering in the more limited registration 

category without having to requalify by 

examination or obtain an examination waiver so 

long as they continue to remain qualified for the 

broader registration category. Further, the two-year 

qualification period only applies to the 

representative- and principal-level examinations; it 

does not extend to the Securities Industry Essentials 

(‘‘SIE’’) examination. The SIE examination is valid 

for four years, but having a valid SIE examination 

alone does not qualify an individual for registration 

as a representative or principal. Individuals whose 

registrations as representatives or principals have 

been revoked pursuant to Exchange Rule 13.11 

(Judgment and Sanction) may only requalify by 

retaking the applicable representative- or principallevel examination in order to reregister as 

representatives or principals, in addition to 

satisfying the eligibility conditions for association 

with a firm. Waivers are granted either on a caseby-case basis under Rule 3.30.03 (Qualification 

Examinations and Waivers of Examinations) or as 

part of the FSA waiver program under Rule 3.30.09 

(Waiver of Examination for Individuals Working for 

a Financial Services Industry Affiliate of a TPH). 

20When the CE Program was originally adopted 

in 1995, registered persons were required to 

Continued 

time frames for good cause shown.10

Unless otherwise determined, any 

registered persons who have not 

completed the Regulatory Element of 

the program within the prescribed time 

frames will have their registration(s) 

deemed inactive and will be designated 

as ‘‘CE inactive’’ in the CRD system 

until the requirements of the Regulatory 

Element have been satisfied.11 A CE 

inactive person is prohibited from 

performing, or being compensated for, 

any activities requiring registration, 

including supervision. Moreover, if 

registered persons remain CE inactive 

for two consecutive years, they must 

requalify by retaking required 

examinations (or obtain a waiver of the 

applicable qualification 

examinations).12

The Regulatory Element currently 

consists of a subprogram for registered 

persons generally, and a subprogram for 

principals and supervisors.13 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.14 The 

Regulatory Element was originally 

designed at a time when most 

individuals had to complete the 

Regulatory Element at a test center, and 

its design was shaped by the limitations 

of the test center-based delivery model. 

In 2015, the delivery of the Regulatory 

Element was transitioned to an online 

platform, referred to above as CE 

Online, which allows individuals to 

complete the content online at a 

location of their choosing, including 

their private residence. This online 

delivery provides for much greater 

flexibility in updating content in a 

timelier fashion, developing content 

tailored to each registration category 

and presenting the material in an 

optimal learning format. 

b. Firm Element 

Rule 3.33(c) (Firm Element) currently 

requires each firm to develop and 

administer an annual Firm Element 

training program for covered registered 

persons.15 The rule requires firms to 

conduct an annual needs analysis to 

determine the appropriate training.16

Currently, at a minimum, the Firm 

Element must cover training in ethics 

and professional responsibility as well 

as the following items concerning 

securities products, services and 

strategies offered by the member: (1) 

General investment features and 

associated risk factors; (2) suitability 

and sales practice considerations; and 

(3) applicable regulatory 

requirements.17 A firm, consistent with 

its needs analysis, may determine to 

apply toward the Firm Element other 

required training. The current rule does 

not expressly recognize other required 

training, such as training relating to the 

anti-money laundering (‘‘AML’’) 

compliance program and training 

relating to the annual compliance 

meeting, for purposes of satisfying Firm 

Element training.18

c. Termination of a Registration 

Currently, individuals whose 

registrations as representatives or 

principals 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’’).19 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. 

(ii) Proposed Rule Change 

After extensive work with the 

Securities Industry/Regulatory Council 

on Continuing Education (‘‘CE 

Council’’), FINRA, other Self-Regulatory 

Organizations and industry participants, 

the Exchange proposes the following 

changes under Rules 3.30 and 3.33 to 

align with FINRA’s Rule 1240. 

a. Transition to Annual Regulatory 

Element for Each Registration Category 

As noted above, currently, the 

Regulatory Element generally 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.20 Therefore, to provide 


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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). 

21See proposed Rules 3.33(a)(1) and (a)(4). 

22See proposed Rules 3.30.07 and 3.33(a)(1). 

23See proposed Rules 3.33(a)(1) and (a)(4). 

24See proposed Rule 3.33(a)(1). 

25See proposed Rule 3.33(a)(4). 

26See proposed Rule 3.33(a)(2). 

27 Id. 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. 

28 Id. 

29 Id. 

30 Id. 

31See proposed Rule 3.33(a)(4). 

32See proposed Rule 3.33(a)(5). 

33See proposed Rule 3.33(b)(2)(D). 

34The group of persons who may be considered 

a ‘‘covered registered person’’ under the Firm 

Element provisions in proposed Rule 3.33(b)(1) is 

a subset of the group of persons who may be 

considered a ‘‘covered person’’ under the 

Regulatory Element provisions in proposed Rule 

3.33(a)(5). See also note 15, supra, and surrounding 

discussion for comparison on the current definition 

of ‘‘covered registered person.’’ 

registered persons with more timely and 

relevant training on significant 

regulatory developments, the Exchange 

proposes amending Rule 3.33(a) to 

require registered persons to complete 

the Regulatory Element annually by 

December 31.21 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.22

Under the proposed rule change, 

TPHs and TPH organizations would 

have the flexibility to require their 

registered persons to complete the 

Regulatory Element sooner than 

December 31, which would allow TPHs 

and TPH organizations to coordinate the 

timing of the Regulatory Element with 

other training requirements, including 

the Firm Element.23 For example, a TPH 

or TPH organization could require its 

registered persons to complete both 

their Regulatory Element and Firm 

Element by October 1 of each year. 

Individuals 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.24 In 

addition, subject to specified 

conditions, individuals 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.25

Consistent with current requirements, 

individuals who fail to complete their 

Regulatory Element within the 

prescribed period would be 

automatically designated as CE 

inactive.26 However, the proposed rule 

change preserves the Exchange’s ability 

to extend the time by which a registered 

person must complete the Regulatory 

Element for good cause shown.27

The Exchange also proposes 

amending Rule 3.33(a) to provide that: 

(1) Individuals who are designated as 

CE 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; 28 (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; 29 (3) individuals who 

become subject to a significant 

disciplinary action may be required to 

complete assigned continuing education 

content as prescribed by the 

Exchange; 30 (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; 31 and 

(5) the Regulatory Element requirements 

apply to individuals who are registered, 

or in the process of registering, as a 

representative or principal.32 In 

addition, the Exchange proposes making 

conforming amendments to Rule 

3.30.07. 

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. 

b. Recognition of Other Training 

Requirements for Firm Element and 

Application of Firm Element to Covered 

Registered Persons 

To better align the Firm Element 

requirement with other required 

training, the Exchange proposes to 

revise/adopt proposed Rule 3.33(b) to 

expressly allow TPHs and TPH 

organizations to consider training 

relating to the AML compliance 

program and the annual compliance 

meeting toward satisfying an 

individual’s annual Firm Element 

requirement.33 The Exchange also 

proposes amending the definition of 

‘‘covered registered persons’’ who are 

subject to the Firm Element requirement 

to any person registered with a TPH, 

including any person who maintains 

solely a permissive registration 

consistent with Rule 3.30.02 (Permissive 

Registrations), thereby further aligning 

the description of ‘‘covered registered 

persons’’ in the Firm Element 

requirement with the description of 

‘‘covered persons’’ in the Regulatory 

Element requirement.34 In conjunction 

with this proposed change, the 

Exchange proposes modifying the 

current minimum training criteria under 

Rule 3.33(b) to instead provide that the 

training must cover topics related to the 

role, activities, or responsibilities of the 

registered person and to professional 

responsibility. 


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35See proposed Rule 3.33(c)(1). 

36See proposed Rule 3.33(c)(2). 

37See proposed Rule 3.33(c)(3). However, upon a 

participant’s request and for good cause shown, the 

Exchange would have the ability to grant an 

extension of time for the participant to complete the 

prescribed continuing education. A participant who 

is also a registered person must directly request an 

extension of the prescribed continuing education 

from the Exchange. 

38See proposed Rule 3.33(c). 

39See proposed Rule 3.33(c)(4) and (c)(5). 

40See proposed Rules 3.33(c)(1) and (c)(6). 

Individuals who are subject to a statutory 

disqualification would not be eligible to enter the 

proposed continuing education program. 

Individuals who become subject to a statutory 

disqualification while participating in the proposed 

continuing education program would not be eligible 

to continue in the program. Further, any content 

completed by such participants would be 

retroactively nullified upon disclosure of the 

statutory disqualification. The following example 

illustrates the application of the proposed rule 

change to individuals who become subject to a 

statutory disqualification while participating in the 

proposed continuing education program. Individual 

A participates in the proposed continuing 

education program for four years and completes the 

prescribed content for each of those years. During 

year five of his participation, he becomes subject to 

a statutory disqualification resulting from a foreign 

regulatory action. In that same year, the Exchange 

receives a Form U4 submitted by a member on 

behalf of Individual A requesting registration with 

the Exchange. The Form U4 discloses the statutory 

disqualification event. the Exchange would then 

retroactively nullify any content that Individual A 

completed while participating in the proposed 

continuing education program. Therefore, in this 

example, in order to become registered with the 

Exchange, he would be required to requalify by 

examination. This would be in addition to 

satisfying the eligibility conditions for association 

with an Exchange TPH or TPH Organization. See 

also Exchange Act Sections 3(a)(39) and 15(b)(4). 

41See proposed Rule 3.33.01. Such individuals 

would be required to elect whether to participate 

by the March 15, 2022 implementation date of the 

proposed rule change. If such individuals elect to 

participate, they would be required to complete 

their initial annual content by the end of 2022 (i.e., 

by the end of the calendar year in which the 

proposed rule change is implemented). In addition, 

if such individuals elect to participate, their initial 

participation period would be adjusted based on the 

date that their registration was terminated. 

42See proposed changes to Rule 3.30.09. 

43See proposed Rule 3.33.02. 

44See The Female Face of Family Caregiving 

(November 2018), available at https://www.national

partnership.org/our-work/resources/economicjustice/femaleface-family-caregiving.pdf. 

45See The COVID–19 Recession is the Most 

Unequal in Modern U.S. History (September 30, 

2020), available at https://www.washingtonpost.

com/graphics/2020/business/coronavirusContinued 

c. Maintenance of Qualification After 

Termination of Registration 

The Exchange proposes to adopt 

Rules 3.33(c), 3.33.01, and 3.33.02 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. 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; 35

• individuals could elect to 

participate when they terminate a 

registration or within two years from the 

termination of a registration; 36

• individuals would be required to 

complete annually all prescribed 

continuing education; 37

• individuals would have a maximum 

of five years in which to reregister; 38

• individuals who have been CE 

inactive for two consecutive years, or 

who become CE inactive for two 

consecutive years during their 

participation, would not be eligible to 

participate or continue; 39 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.40

The proposed rule change also 

includes a look-back provision that 

would, subject to specified conditions, 

extend the proposed option for 

maintaining qualifications following a 

registration category termination to (i) 

individuals who have been registered as 

a representative or principal within two 

years immediately prior to the planned 

March 15, 2022 implementation date of 

the proposed rule change, and (ii) 

individuals who have been FSAWP 

participants immediately prior to the 

planned March 15, 2022 

implementation date of the proposed 

rule change.41 With respect to the 

FSAWP, the Exchange proposes to make 

the look-back provision available to 

individuals who are participants in the 

Exchange’s FSAWP or the FSA waiver 

programs of Exchange’s affiliate, Cboe 

C2 Exchange, Inc. (‘‘C2 Options’’), and/ 

or FINRA immediately preceding March 

15, 2022. In addition, effective March 

15, 2022, the Exchange proposes to not 

accept any new initial designations for 

individuals under the Exchange’s 

FSAWP. Effectively, upon 

implementation, the FSAWP would not 

be available for new participants and 

what remains of the program would 

only be applicable to pre-existing 

participants. Ultimately, the FSAWP 

will expire in favor of the new proposed 

maintenance of qualification 

requirements.42

In addition, the proposed rule change 

includes a re-eligibility provision that 

would allow individuals to regain 

eligibility to participate each time they 

reregister with a TPH or TPH 

Organization for a period of at least one 

year and subsequently terminate their 

registration, provided that they satisfy 

the other participation conditions and 

limitations.43 Finally, the Exchange 

proposes making conforming 

amendments to Rule 3.30, including 

making ministerial changes and adding 

references to proposed Rules 3.33(a) and 

(c) under Rule 3.30.08. The proposed 

rule change will have several important 

benefits. It will provide individuals 

with flexibility to address life and career 

events and necessary absences from 

registered functions without having to 

requalify each time. It will also 

incentivize them to stay current on their 

respective securities industry 

knowledge following the termination of 

any of their registrations. The 

continuing education under the 

proposed option will be as rigorous as 

the continuing education of registered 

persons, which promotes investor 

protection. Further, the proposed rule 

change will enhance diversity and 

inclusion in the securities industry by 

attracting and retaining a broader and 

diverse group of professionals. 

Significantly, the proposed rule 

change will be of particular value to 

women, who continue to be the primary 

caregivers for children and aging family 

members and, as a result, are likely to 

be absent from the industry for longer 

periods.44 In addition, the proposed rule 

change will provide longer-term relief 

for women, individuals with low 

incomes and other populations, 

including older workers, who are at a 

higher risk of a job loss during certain 

economic downturns and who are likely 

to remain unemployed for longer 

periods.45


khammond on DSKJM1Z7X2PROD with NOTICES
18450 Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 

recessionequality/ and Unemployment’s Toll on 

Older Workers Is Worst in Half a Century (October 

21, 2020), available at https://www.aarp.org/work/ 

working-at-50-plus/info-2020/pandemicunemployment-older-workers/. 

46 15 U.S.C. 78f(b). 

47 15 U.S.C. 78f(b)(5). 

48 Id. 

49Supra note 5. 

50 15 U.S.C. 78s(b)(3)(A)(iii). 

51 17 CFR 240.19b–4(f)(6). 

52 17 CFR 240.19b–4(f)(6)(iii). 

53For 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). 

d. Other Changes to Rule 3.33 

The Exchange proposes to restructure 

and modify the rule text of Rule 3.33 to 

align with FINRA Rule 1240 numbering, 

provisions and rule text. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.46 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 47 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 48 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the 

proposal to move to an annual 

Regulatory Element training with 

content tailored to an individual’s 

representative or principal registration 

categories is designed to protect 

investors and is in the public interest. 

As noted in the order approving the 

similar changes to the FINRA CE 

Program,49 the Commission found that 

‘‘the rule is reasonably designed to 

minimize the potential adverse impact 

on firms and their registered persons. 

Furthermore, increasing the timeliness 

of registered persons’ training, as well as 

the relevance of the training’s content 

by tailoring it to each registration 

category that they hold, would enhance 

their education and compliance with 

their regulatory obligations.’’ 

The Exchange believes that the 

proposed changes to the Regulatory 

Element and Firm Element portions of 

its CE Program will ensure that all 

registered persons receive timely and 

relevant training, which will, in turn, 

enhance compliance and investor 

protection. Further, 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. 

The Exchange also believes that the 

proposed rule change will bring 

consistency and uniformity with 

FINRA’s recently amended CE Program, 

which will, in turn, assist TPHs and 

their associated persons in complying 

with these rules and improve regulatory 

efficiency. The proposed rule changes 

makes ministerial changes to the 

Exchange’s continuing education rules 

to align them with registration and 

qualification rules of FINRA and other 

exchanges as discussed above, in order 

to prevent unnecessary regulatory 

burdens and to promote efficient 

administration of the rules. The change 

also makes minor updates and 

corrections to the Exchange’s rules 

which improve readability. 

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 changes which are, in all material 

respects, based upon and substantially 

similar to, recent rule changes adopted 

by FINRA, will reduce the regulatory 

burden placed on market participants 

engaged in trading activities across 

different markets. The Exchange 

believes that the harmonization of the 

CE Program requirements across the 

various markets will reduce burdens on 

competition by removing impediments 

to participation in the national market 

system and promoting competition 

among participants across the multiple 

national securities exchanges. 

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 50 and Rule 19b– 

4(f)(6) thereunder.51

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) 52 requires 

a self-regulatory organization to give the 

Commission written notice of its intent 

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 Exchange rules, providing 

more uniform standards across the 

securities industry, and helping to avoid 

confusion for registered persons 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.53

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 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 18451 

54 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Notice of Filing infra note 4, at 87 FR 8072. 

4Securities Exchange Act Release No. 94165 (Feb. 

7, 2022), 87 FR 8072 (Feb. 11, 2022) (File No. SR– 

OCC–2022–001) (‘‘Notice of Filing’’). OCC also filed 

a related advance notice (SR–OCC–2022–801) 

(‘‘Advance Notice’’) with the Commission pursuant 

to Section 806(e)(1) of Title VIII of the Dodd-Frank 

Wall Street Reform and Consumer Protection Act, 

entitled the Payment, Clearing, and Settlement 

Supervision Act of 2010 and Rule 19b–4(n)(1)(i) 

under the Exchange Act. 12 U.S.C. 5465(e)(1). 15 

U.S.C. 78s(b)(1) and 17 CFR 240.19b–4, 

respectively. The Advance Notice was published in 

the Federal Register on February 11, 2022. 

Securities Exchange Act Release No. 94166 (Feb. 7, 

2022), 87 FR 8063 (Feb. 11, 2022) (File No. SR– 

OCC–2022–801). 

5The comment on the Proposed Rule Change is 

available at https://www.sec.gov/comments/sr-occ2022-001/srocc2022001.htm. 

6 15 U.S.C. 78s(b)(2)(i). 

7 15 U.S.C. 78 s(b)(2)(ii). 

8 Id. 

9 Id. 

10 17 CFR 200.30–3(a)(31). 

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– 

CBOE–2022–012 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–CBOE–2022–012. 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–CBOE–2022–012 and 

should be submitted on or before April 

20, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.54

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06635 Filed 3–29–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94503; File No. SR–OCC– 

2022–001] 

Self-Regulatory Organizations; the 

Options Clearing Corporation; Notice 

of Designation of Longer Period for 

Commission Action on Proposed Rule 

Change Concerning the Options 

Clearing Corporation’s Margin 

Methodology for Incorporating 

Variations in Implied Volatility 

March 24, 2022. 

On January 24, 2022, the Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change SR–OCC–2022– 

001 (‘‘Proposed Rule Change’’) pursuant 

to Section 19(b) of the Securities 

Exchange Act of 1934 (‘‘Exchange 

Act’’) 1 and Rule 19b–4 2 thereunder to 

change quantitative models related to 

certain volatility products.3 The 

Proposed Rule Change was published 

for public comment in the Federal 

Register on February 11, 2022.4 The 

Commission received a comment 

regarding the Proposed Rule Change.5

Section 19(b)(2)(i) of the Exchange 

Act 6 provides that, within 45 days of 

the publication of notice of the filing of 

a proposed rule change, the Commission 

shall either approve the proposed rule 

change, disapprove the proposed rule 

change, or institute proceedings to 

determine whether the proposed rule 

change should be disapproved unless 

the Commission extends the period 

within which it must act as provided in 

Section 19(b)(2)(ii) of the Exchange 

Act.7 Section 19(b)(2)(ii) of the 

Exchange Act allows the Commission to 

designate a longer period for review (up 

to 90 days from the publication of notice 

of the filing of a proposed rule change) 

if the Commission finds such longer 

period to be appropriate and publishes 

its reasons for so finding, or as to which 

the self-regulatory organization 

consents.8

The 45th day after publication of the 

Notice of Filing is March 28, 2022. In 

order to provide the Commission with 

sufficient time to consider the Proposed 

Rule Change, the Commission finds that 

it is appropriate to designate a longer 

period within which to take action on 

the Proposed Rule Change and therefore 

is extending this 45-day time period. 

Accordingly, the Commission, 

pursuant to Section 19(b)(2) of the 

Exchange Act,9 designates May 12, 2022 

as the date by which the Commission 

shall either approve, disapprove, or 

institute proceedings to determine 

whether to disapprove proposed rule 

change SR–OCC–2022–001. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06626 Filed 3–29–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94495; File No. SR–DTC– 

2021–017] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Enhance 

Capital Requirements and Make Other 

Changes 

March 23, 2022. 

I. Introduction 

On December 13, 2021, The 

Depository Trust Company (‘‘DTC’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) proposed 

rule change SR–DTC–2021–017 (the 

‘‘Proposed Rule Change’’) pursuant to 

Section 19(b)(1) of the Securities 


khammond on DSKJM1Z7X2PROD with NOTICES