19542 Federal Register / Vol. 87, No. 64 / Monday, April 4, 2022 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange originally filed to amend the 

Price List on January 27, 2022 (SR–NYSE–2022–06). 

On February 9, 2002, SR–NYSE–2022–06 was 

withdrawn and replaced by SR–NYSE–2022–07. 

SR–NYSE–2022–07 was subsequently withdrawn 

and replaced by this filing. On February 17, 2022, 

MEMX LLC (‘‘MEMX’’) submitted a comment letter 

in connection with SR–NYSE–2022–07. The 

Exchange responded to MEMX on March 2, 2022. 

See Letter from David De Gregorio, Associate 

General Counsel, NYSE, to Vanessa Countryman, 

Secretary, Securities and Exchange Commission, 

dated March 2, 2022. 

5See Securities Exchange Act Release No. 51808 

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

(S7–10–04) (Final Rule) (‘‘Regulation NMS’’). 

6See Securities Exchange Act Release No. 51808, 

84FR 5202, 5253 (February 20, 2019) (File No. S7– 

05–18) (Transaction Fee Pilot for NMS Stocks Final 

Rule) (‘‘Transaction Fee Pilot’’). 

7See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

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

generally https://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

8See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/ 

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

9See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

10See id. 

11 In addition, there are at least seven brokerdealer sponsored products competing for volume at 

the close, including Credit Suisse’s CLOSEX; 

Instinet’s Market-on-Close Cross; Morgan Stanley’s 

Market-on-Close Aggregator (MOCHA); Bank of 

America’s Instinct X® and Global Conditional 

Cross; JP Morgan’s JPB–X; Piper Sandler’s On-Close 

Match Book; and Goldman Sachs’ One Delta Close 

Facility (ODCF). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94543; File No. SR–NYSE– 

2022–16] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

March 29, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on March 

25, 2022, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 selfregulatory organization. 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 

Price List to (1) align the charges for 

market at-the-close (‘‘MOC’’) and limit 

at-the close (‘‘LOC’’) orders on MOC/ 

LOC Tiers 1, 2 and 3, revise the 

requirements for MOC/LOC Tier 3, 

introduce incremental per share 

discounts on MOC orders under MOC/ 

LOC Tier 1, 2 and 3, and revise the rate 

for all other orders swept into the close; 

(2) introduce new credits for removing 

liquidity from the Exchange in Tape C 

securities; and (3) introduce new Tier 1 

Adding Credits in Tape C securities, 

revise the requirements for Adding Tier 

2 in Tape B and C securities, and 

introduce a new Adding Tier in Tape C 

securities. The Exchange proposes to 

implement the rule change on March 25, 

2022.4 The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to (1) align the charges for 

MOC and LOC orders on MOC/LOC Tier 

1, 2 and 3 revise the requirements for 

MOC/LOC Tier 3, introduce incremental 

per share discounts on MOC orders 

under MOC/LOC Tier 1, 2 and 3, and 

revise the rate for all other orders swept 

into the close; (2) introduce new credits 

for removing liquidity from the 

Exchange in Tape C securities; and (3) 

introduce new Tier 1 Adding Credits in 

Tape C securities, revise the 

requirements for Adding Tier 2 in Tape 

B and C securities, and introduce a new 

Adding Tier in Tape C securities. 

The proposed changes responds to the 

current competitive environment where 

order flow providers have a choice of 

where to direct not only liquidityproviding and liquidity-removing orders 

but also MOC orders in NYSE-listed 

securities by aligning incentives for 

member organizations to send 

additional adding and removing 

liquidity to the Exchange. 

The Exchange proposes to implement 

the rule change on March 25, 2022. 

Current Market and Competitive 

Environment 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 5

As the Commission itself has 

recognized, the market for trading 

services in NMS stocks has become 

‘‘more fragmented and competitive.’’ 6

Indeed, equity trading is currently 

dispersed across 16 exchanges,7 31 

alternative trading systems,8 and 

numerous broker-dealer internalizers 

and wholesalers. Based on publiclyavailable information, no single 

exchange has more than 20% of the 

market.9 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange’s share of 

executed volume of equity trades in 

Tapes A, B and C securities is less than 

12%.10

In addition, in light of this crowded 

competitive landscape for order flow, 

including at the close, the Exchange 

does not have a monopoly over where 

MOC orders in NYSE-listed securities 

are executed. Indeed, competition with 

respect to MOC Orders in NYSE-listed 

securities is fierce, not only because of 

the availability of the Cboe Exchange, 

Inc. (‘‘Cboe’’) Market Close, but also, 

and more relevant, because of the 

internalization of MOC order flow by 

some of the largest broker-dealers.11 In 

the currently highly competitive 

national market system, numerous 

exchanges and other order execution 

venues compete for order flow intraday 

as well as at the close, and competition 

for closing orders is robust. For 

example, in 2021, 25.2% of volume at 

the NYSE closing price in NYSE-listed 


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12See note 15, infra. 

13ADV and CADV are defined in footnote * of the 

Price List. 

14See Securities Exchange Act Release No. 82563 

(January 22, 2018), 83 FR 3799 (January 26, 2018) 

(SR–NYSE–2018–03). 15See Securities Exchange Act Release No. 82706 

(February 13, 2018), 83 FR 7282 (February 20, 2018) 

(SR–NYSE–2018–08). 16 In 2018, the percentage of volume at the NYSE 

closing price in NYSE-listed securities executed offexchange was 21.3%. In 2019, the percentage 

increased to 23.5%. After dipping briefly to 22.1% 

in 2020, the percentage resumed its upward trend 

and increased to 25.2% in 2021. During January and 

February 2022, the percentage increased to 26.5% 

and was as high as 38% on a single day. 17See Securities Exchange Act Release No. 78233 

(July 6, 2016), 81 FR 45190 (July 12, 2016) (SR– 

NYSE–2016–47) (setting the MOC/LOC Tier 1 fee to 

$0.0007 per share and the MOC/LOC Tier 2 fee to 

$0.0008). 18For example, the best applicable fee on the 

NASDAQ Stock Market, LLC (‘‘NASDAQ’’) is 

Continued 

securities was executed off-exchange. 

During January and February 2022, the 

percentage increased to 26.5% and was 

as high as 38% on a single day.12

The Exchange believes that the evershifting market share among trading 

venues from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products, in response to fee changes. 

While it is not possible to know a firm’s 

reason for shifting order flow, the 

Exchange believes that one such reason 

is because of fee changes at any of the 

registered exchanges or non-exchange 

venues to which the firm routes order 

flow. These fees vary month to month, 

and not all are publicly available. With 

respect to non-marketable order flow 

that would provide liquidity on an 

exchange, member organizations can 

choose from any one of the 16 currently 

operating registered exchanges to route 

such order flow. With respect to MOC 

Order flow, member organizations can 

choose among multiple options of 

where to execute such orders. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees, and market participants can readily 

trade on competing venues if they deem 

pricing levels at those other venues to 

be more favorable. 

In response to this competitive 

environment, the Exchange has 

established incentives for member 

organizations who submit orders that 

provide liquidity on the Exchange. The 

Exchange has also established 

incentives for member organizations to 

remove liquidity from the Exchange. As 

detailed below, the proposed higher fees 

and credits are intended to align 

incentives for trading both on the close 

and intraday, which the Exchange 

believes will increase the quality of 

order execution on the Exchange’s 

market, which benefits all market 

participants. 

Proposed Rule Change 

The Exchange proposes changes to 

credits and fees for certain executions at 

the close as well as for adding and 

removing liquidity in Tape C securities 

in order to attract liquidity to the 

Exchange. The Exchange believes that 

the proposed changes, taken together, 

will incentivize submission of 

additional liquidity in Tape A, B and 

Tape C securities to a public exchange, 

thereby promoting price discovery and 

transparency and enhancing order 

execution opportunities for member 

organizations. 

Align MOC and LOC Orders in MOC/ 

LOC Tiers 1, 2 and 3 

The Exchange currently charges 

different fees for MOC and LOC orders 

in MOC/LOC Tiers 1, 2 and 3. The 

Exchange proposes to align the fees for 

MOC and LOC orders by raising the 

rates for MOC orders to parity with the 

rates for LOC orders, as follows. 

Currently, for MOC/LOC Tier 1, the 

Exchange charges $0.0004 per share for 

MOC orders and $0.0007 per share for 

LOC orders from any member 

organization in the prior three billing 

months executing (1) an average daily 

trading volume (‘‘ADV’’) of MOC 

activity on the NYSE of at least 0.45% 

of NYSE consolidated ADV (‘‘CADV’’),13

(2) an ADV of total close activity (MOC/ 

LOC and executions at the close) on the 

NYSE of at least 0.7% of NYSE CADV, 

and (3) whose MOC activity comprised 

at least 35% of the member 

organization’s total close activity (MOC/ 

LOC and other executions at the close). 

The Exchange proposed to charge 

$0.0007 per share for MOC orders 

meeting the requirements of MOC/LOC 

Tier 1. The requirements of MOC/LOC 

Tier 1 would remain the same. 

For MOC/LOC Tier 2, the Exchange 

currently charges $0.0005 per share for 

MOC orders and $0.0008 per share for 

LOC orders from any member 

organization in the prior three billing 

months executing (1) an ADV of MOC 

activity on the NYSE of at least 0.35% 

of NYSE CADV, (2) an ADV of total 

close activity (MOC/LOC and other 

executions at the close) on the NYSE of 

at least 0.525% of NYSE CADV, and (3) 

whose MOC activity comprised at least 

35% of the member organization’s total 

close activity (MOC/LOC and other 

executions at the close). The Exchange 

proposes to charge $0.0008 per share for 

MOC orders meeting the requirements 

of MOC/LOC Tier 2. The tier 

requirements would remain unchanged. 

For MOC/LOC Tier 3, the Exchange 

currently charges $0.0008 per share for 

MOC orders and $0.0009 per share for 

LOC orders from any member 

organization executing in the current 

billing month (1) an ADV of MOC 

activity on the NYSE of at least 0.25% 

of NYSE (Tape A) CADV, (2) an ADV of 

the member organization’s total close 

activity (MOC/LOC and other 

executions at the close) on the NYSE of 

at least 0.35% of NYSE (Tape A) CADV, 

and (3) whose MOC activity comprised 

at least 35% of the member 

organization’s total close activity (MOC/ 

LOC and other executions at the close). 

The Exchange proposes to charge 

$0.0009 per share for MOC orders 

meeting the revised requirements for 

MOC/LOC Tier 3. Specifically, member 

organization executing in the current 

billing month would need (1) an ADV 

of MOC activity on the NYSE of at least 

0.20% of NYSE (Tape A) CADV and (2) 

an ADV of the member organization’s 

total close activity (MOC/LOC and other 

executions at the close) on the NYSE of 

at least 0.30% of NYSE (Tape A) CADV. 

The third requirement for MOC/LOC 

Tier 3, that member organizations MOC 

activity comprise at least 35% of the 

member organization’s total close 

activity (MOC/LOC and other 

executions at the close), would remain 

unchanged. 

MOC/LOC Tier 1 and 2 pricing on the 

Exchange has remained unchanged 

since 2018.14 The MOC/LOC Tier 3 rate 

has also remained unchanged since its 

adoption in 2018.15 The revised tiered 

rates in 2018 were designed in part to 

address a competitive landscape that 

included the availability of the Cboe 

Market Close and greater broker-dealer 

internalization of order flow. However, 

the 2018 fee changes did not have a 

material impact on the competitive 

landscape with respect to internalized 

MOC order flow, which has continued 

to grow steadily.16 The proposed change 

to the rate for Tier 1 and 2 MOC orders 

would revert to the rates to those in 

effect prior to the 2018 MOC/LOC Tier 

fee changes.17 However, as described 

below, the Exchange will provide 

member organizations an opportunity to 

qualify for incremental per share 

discounts that would allow a member 

organization to qualify for MOC/LOC 

Tier pricing that would be in line with 

the current tier pricing for MOC Orders. 

But even without the discounts 

described below, the proposed rates for 

MOC orders under Tier 1 and Tier 2, 

would be lower than or equal to the best 

applicable rate on other primary listing 

exchanges.18


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$0.0016 per executed share, with the lowest 

possible rate available on Nasdaq of $0.0008 per 

executed share, which is available only if a firm 

adds liquidity in all Tapes above 1.75.% of 

Consolidated Volume or MOC/LOC volume above 

0.50% of Consolidated Volume. See NASDAQ Price 

List, available at https://www.nasdaqtrader.com/ 

Trader.aspx?id=PriceListTrading2. The highest rate 

for LOC orders in Tier 3 would also be lower than 

the NASDAQ fee. The closing auction fee on Cboe 

BZX for listed securities is $0.00100. See Cboe BZX 

Fee Schedule, available at https://www.cboe.com/ 

us/equities/membership/fee_schedule/bzx/. The 

Exchange notes that the NASDAQ requirements for 

MOC/LOC volume is a percentage of all Tapes 

CADV, whereas the NYSE requirement is all close 

(MOC/LOC and other orders at the close) as a 

percentage of just Tape A CADV. 

19Footnote 2 to the Price List defines ADV as 

‘‘average daily volume’’ and ‘‘Adding ADV’’ as ADV 

that adds liquidity to the Exchange during the 

billing month. 

20The Price List defines ‘‘affiliate’’ as any 

member organization under 75% common 

ownership or control of that member organization. 

See Price List, General, Section I (Billing Disputes). 

Incremental Per Share Discounts on 

MOC Orders 

As a way of offsetting the proposed 

higher fees for tiered MOC orders, the 

Exchange proposes incremental 

discounts per share on MOC orders for 

member organizations that meet the 

requirements of the MOC/LOC Tiers 1– 

3 in the billing month. These proposed 

discounts are designed to align 

incentives among both trading on the 

close and intraday trading on the 

Exchange. 

As proposed, member organizations 

that have an Adding ADV 19 in Tapes A, 

B and C Securities as a percentage of 

Tapes A, B and C CADV, excluding any 

liquidity added by a Designated Market 

Maker (‘‘DMM’’), that is at least 0.50%, 

would be eligible for an incremental 

discount per share of $0.0001. 

Alternatively, a member organization 

has an Adding ADV in Tapes A, B and 

C Securities as a percentage of Tapes A, 

B and C CADV, excluding any liquidity 

added by a DMM, that is at least 1.00% 

would instead be eligible for a $0.0002 

incremental discount per share. Finally, 

member organizations with an ADV of 

at least 250,000 shares entered and 

executed by its affiliated Floor broker 

would also be eligible for an 

incremental per share discount of 

$0.0001. This last discount would be in 

addition to either of the first two 

discounts. For purposes of the proposed 

discount, an affiliated Floor broker 

eligible for the discount would be a 

Floor broker under 75% common 

ownership or control of the member 

organization.20

For example, assume Member 

Organization A in the billing month has 

an ADV of at least: 

• 0.45% of Adding as a percentage of 

Tape A, B and C CADV; 

• 0.20% of MOC as a percentage of 

Tape A CADV; 

• 0.30% of total close as a percentage 

of Tape A CADV; and 

• 35% of MOC as a percentage of that 

member organization’s total close ADV. 

Based on the foregoing, under the 

proposed change, Member Organization 

A would qualify for per share fees for 

MOC and LOC orders of $0.0009 under 

MOC/LOC Tier 3. Without the proposed 

change, Member Organization A would 

not qualify under the current higher 

requirements of 0.25% of MOC and 

0.35% of total close as a percentage of 

Tape A CADV, and would be charged 

the non-tier rate of $0.0010 per share. 

Accordingly, the proposed change could 

result in a fee reduction for member 

organizations that would currently only 

be eligible for the higher non-tier rate. 

Assume instead that Member 

Organization A had an Adding ADV of 

0.55% of Tape A, B, and C CADV. In 

that case, Member Organization A 

would qualify for a MOC per share 

discount of $0.0001 and a combined 

MOC order fee of $0.0008. If Member 

Organization A had a trading Floor ADV 

of at least 250,000 shares, including 

adding, removing, open and close ADV, 

executed by that member organization’s 

affiliated Floor broker, Member 

Organization A would then qualify for 

an additional $0.0001 per share 

discount, for a combined MOC order fee 

of $0.0007. 

Assume Member Organization A had 

an Adding ADV of at least 1.00% rather 

than 0.55%. In that case, Member 

Organization A would qualify for a 

$0.0002 per share discount, instead of 

$0.0001 as in the previous example, for 

combined discount of $0.0003 and a 

combined MOC order fee of $0.0006 

(including the additional $0.0001 per 

share Floor broker discount), which 

would be lower than the current MOC/ 

LOC Tier 3 rate of $0.0008 per share. 

Member Organization A’s fee for LOC 

orders would remain at the MOC/LOC 

Tier 3 fee of $0.0009. 

As the example shows, the discounts 

provide for several ways for member 

organizations to lower their effective 

MOC fee to levels that are comparable 

and even below the current rates for 

MOC orders on MOC/LOC Tier 3 and 

equal to the current MOC/LOC Tier 1 

and 2 today. In addition, because the 

discounts are structured such that they 

are available based on higher adding 

volumes or sending orders to affiliated 

Floor brokers, the discounts also 

enhance liquidity provision on the 

Exchange and/or support the 

maintenance and potential expansion of 

a trading Floor presence by member 

organizations. The Exchange believes 

that expanding the trading Floor 

presence by member organizations 

would benefit investors by increasing 

the amount of order flow to and 

execution opportunities on a public 

exchange, thereby encouraging greater 

participation and liquidity. Moreover, it 

should be noted that member 

organizations have alternative ways to 

participate in lower MOC rates at the 

closing auction. MOC orders executed 

by a Floor broker are eligible for a 

$0.0005 standard rate unless a lower 

tiered fee applies. Member organizations 

also have the option of utilizing D 

Orders last modified (as defined in the 

Price List) earlier than 25 minutes 

before the scheduled close of trading, 

which would give the member 

organization a $0.0003 rate, which is 

lower than the lowest proposed MOC/ 

LOC Tier 1 rate. D Orders entered and 

last modified from 25 minutes up to 3 

minutes before the scheduled close are 

also charged a $0.0007 fee, which is in 

line with MOC/LOC Tier 1 and lower 

than the other two MOC/LOC Tiers. The 

Exchange notes that these discounts also 

provide member organizations with 

flexibility to qualify for discounts, either 

through Adding ADV or through their 

affiliated Floor broker. In addition, the 

first 750,000 ADV of D Orders are free. 

Finally, member organizations can also 

get free execution at the Close using 

closing offset orders. 

Since the proposed incremental 

discounts are new, the Exchange does 

not know how many member 

organizations could qualify for the new 

discounts based on their current trading 

profile and if they choose to direct order 

flow to the Exchange. Based on the 

profile of liquidity-adding firms 

generally, the Exchange believes that 

additional member organizations could 

qualify for the discounts if they choose 

to direct order flow to the Exchange. 

However, without having a view of 

member organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange in order to qualify for the 

discounts. 

Orders at the Close 

Currently, the Exchange does not 

charge member organizations for the 

first 750,000 ADV of the aggregate of 

executions at the close for d-Quote, 

Floor broker executions swept into the 

close, excluding verbal interest, and 

executions at the close, excluding MOC 

orders, LOC orders and CO orders. As 

set forth in the Price List, the Exchange 

charges certain fees differentiated by 


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21For example, the NASDAQ’s Continuous Book 

fee is $0.00085. See NASDAQ Price List, available 

at https://www.nasdaqtrader.com/Trader.aspx?id=

PriceListTrading2. 

22Under Rule 107B, a SLP can be either a 

proprietary trading unit of a member organization 

(‘‘SLP-Prop’’) or a registered market maker at the 

Exchange (‘‘SLMM’’). For purposes of the 10% 

average or more quoting requirement in assigned 

securities pursuant to Rule 107B, quotes of an SLPProp and an SLMM of the same member 

organization are not aggregated. However, for 

purposes of adding liquidity for assigned SLP 

securities in the aggregate, shares of both an SLPProp and an SLMM of the same member 

organization are included. 

23The Exchange proposes the non-substantive 

change of relocating the phrase ‘‘(including shares 

of both an SLP-Prop and an SLMM of the same or 

an affiliated member organization)’’ without change 

from Tier 1 and Tier 2 to the first column of the 

chart following ‘‘Per-Tape Requirement (Non-SLP 

and Floor broker Adding % Tape CADV)’’ in order 

to avoid duplication. Further, the Exchange 

proposes the non-substantive change of deleting 

‘‘per share on a per Tape basis’’ in Tier 1 and ‘‘per 

share’’ in Tier 2 and adding ‘‘per share’’ following 

‘‘Display Adding Rate’’ in the first column to 

similarly to similarly avoid duplication. 

24 15 U.S.C. 78f(b). 

25 15 U.S.C. 78f(b)(4) & (5). 

time of entry (or last modification) for 

D Orders at the close after the first 

750,000 ADV of the aggregate of 

executions at the close by a member 

organization. All other orders from 

continuous trading swept into the close 

are charged $0.0007. The Exchange 

proposes to charge all other orders from 

continuous trading swept into the close 

$0.0008, which is in line with the 

applicable fee on other marketplaces.21

Credits for Removing Liquidity in Tape 

C Securities 

For Tape B and C securities, the 

Exchange currently offers a Remove Tier 

for securities at or above $1.00 for 

member organizations that have a 

minimum amount of Adding ADV. The 

Exchange also charges a lower remove 

fee of $0.00285 in Tapes B and C for 

member organization with an Adding 

ADV, excluding liquidity added by a 

DMM, that is at least 250,000 ADV on 

the NYSE in Tape A. 

The Exchange proposes two new 

credits for member organizations 

removing liquidity in Tape C securities. 

First, the Exchange proposes a $0.0026 

per share fee for removing in Tape C 

securities if the member organizations 

achieves a 0.25% Adding Tape C 

percentage of Tape C CADV. Second, 

the Exchange proposes a $0.0027 per 

share fee for removing in Tape C 

securities if the member organization 

achieves a 0.10% Adding Tape C 

percentage of Tape C CADV. 

Since the proposed credits are new, 

the Exchange does not know how many 

member organizations could qualify for 

the new credits based on their current 

trading profile and if they choose to 

direct order flow to the Exchange. Based 

on the profile of liquidity-adding firms 

generally, the Exchange believes that 

additional member organizations could 

qualify for the tier if they choose to 

direct order flow to the Exchange. 

However, without having a view of 

member organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange in order to qualify for either 

of the new credits. 

Tiered Adding Credits in Tape B and C 

Securities 

The current Tier 1 Adding Credit in 

Tape B and C Securities offers a credit 

of $0.0026 per share on a per tape basis 

for transactions in stocks with a per 

share price of $1.00 or more when 

adding liquidity to the Exchange if the 

member organization has at least 0.10% 

of Adding CADV in Tape B or C on a 

per tape basis. For purposes of 

qualifying for this tier, the 0.10% of 

Adding CADV could include shares of 

both an SLP-Prop and an SLMM of the 

same or an affiliated member 

organization.22 The Exchange proposes 

that member organizations meeting the 

adding liquidity requirements for Tier 1, 

which would remain unchanged, would 

be eligible for a $0.0029 per share credit 

instead for Tape C securities. Member 

organizations meeting the adding 

liquidity requirements for Tier 1 would 

continue to be eligible for the existing 

$0.0026 per share credit for Tape B 

securities. 

Similarly, the current Tier 2 Adding 

Credit offers a per tape credit of $0.0023 

per share for transactions in stocks with 

a per share price of $1.00 or more when 

adding liquidity to the Exchange if the 

member organization has at least 0.03% 

of Adding CADV in Tape B or C on a 

per tape basis. For purposes of 

qualifying for this tier, the 0.03% of 

Adding CADV could include shares of 

both an SLP-Prop and an SLMM of the 

same or an affiliated member 

organization. The Exchange proposes to 

require at least 0.05% of Adding CADV 

in Tape B or C in order to qualify for 

this credit. The current credit would 

remain unchanged. 

Finally, the Exchange proposes a new 

Tape C Adding Tier credit that would 

offer a per tape credit of $0.0031 per 

share for transactions in stocks with a 

per share price of $1.00 or more when 

adding liquidity to the Exchange if the 

member organization has at least 0.25% 

of Adding CADV in Tape C securities. 

The Exchange believes that the 

proposed Tape C Adding Tier would 

further contribute to incenting member 

organizations to provide additional 

amounts of liquidity on the Exchange. 

As noted above, the Exchange operates 

in a competitive environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. The Exchange 

does not know how much order flow in 

Tape C securities that member 

organizations choose to route to other 

exchanges or to off-exchange venues. 

Because the proposed Tape C Adding 

Tier would be new, the Exchange does 

not know how many member 

organizations could qualify for the new 

credit based on their current trading 

profile and if they choose to direct order 

flow to the Exchange. Based on the 

profile of liquidity-adding firms 

generally, the Exchange believes that 

additional member organizations could 

qualify for the tier if they choose to 

direct order flow to the Exchange. 

However, without having a view of 

member organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange.23

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,24 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5) of the Act,25 in 

particular, because it provides for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members, issuers and other persons 

using its facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Proposed Change Is Reasonable 

In light of the competitive 

environment in which the Exchange 

currently operates, the proposed rule 

change is a reasonable attempt to 

increase liquidity on the Exchange and 

improve the Exchange’s market share 

relative to its competitors. The 

Exchange believes the proposed change 

is also reasonable because it is designed 

to attract higher volumes of orders 

transacted on the Exchange by member 

organizations by aligning incentives for 

trading both on the close and intraday, 

which would benefit all market 

participants by offering greater price 

discovery and an increased opportunity 

to trade on the Exchange, both intraday 

and during the closing auction. 


khammond on DSKJM1Z7X2PROD with NOTICES
19546 Federal Register / Vol. 87, No. 64 / Monday, April 4, 2022 / Notices 

26For example, the pricing and valuation of 

certain indices, funds, and derivative products 

require primary market prints. 

27See note 17, supra. 28See note 17, supra. 29See NYSE Arca Equities Fees and Charges, 

available at https://www.nyse.com/publicdocs/nyse/ 

markets/nyse-arca/NYSE_Arca_Marketplace_

Fees.pdf. 

30See MEMX Fee Schedule, available at https:// 

info.memxtrading.com/fee-schedule/. 

31For example, the NASDAQ’s Continuous Book 

fee is $0.00085. See NASDAQ Price List, available 

at https://www.nasdaqtrader.com/Trader.aspx?id=

PriceListTrading2. 

32See note 17, supra. 

Orders at the Close 

The Exchange believes that the 

proposed fee change for certain 

executions at the close are reasonable. 

The Exchange’s closing auction is a 

recognized industry benchmark,26 and 

member organizations receive a 

substantial benefit from the Exchange in 

obtaining high levels of executions at 

the Exchange’s closing price on a daily 

basis. 

The Exchange believes that the 

proposed increased fees and incentives 

for fee discounts for MOC orders are a 

reasonable way to encourage greater 

liquidity and achieving the proposed 

discounts. MOC orders are always 

marketable and therefore have a higher 

likelihood of execution at the close 

which have value. MOC orders also 

contribute meaningfully to the price and 

size discovery, which is the hallmark of 

the closing auction process. Higher 

volumes of MOC orders contribute to 

the quality of the Exchange’s closing 

auction and provide market participants 

whose orders are swept into the close 

with a greater opportunity for execution. 

Further, as noted above, in the currently 

highly competitive national market 

system, competition for closing orders 

among exchanges, ATSs and other 

market execution venues is robust. 

In addition, the Exchange believes 

that lowering the required ADV of MOC 

activity on the NYSE as a percentage of 

Tape A CADV and total close activity 

(MOC/LOC and other executions at the 

close) on the NYSE as a percentage of 

Tape A CADV in order to qualify for 

MOC/LOC Tier 3 is reasonable because, 

coupled with the increased fee, the 

Exchange believes the change would 

encourage greater participation which 

leads to greater marketable and other 

liquidity at the closing auction. As 

noted, higher volumes of MOC orders 

contribute to the quality of the 

Exchange’s closing auction and provide 

market participants whose orders are 

executed at the close with a greater 

opportunity for execution, which 

benefits all participants As noted above, 

the rate for MOC orders has remained 

unchanged since 2018, and the 

proposed change to the rate for Tier 1 

and 2 MOC orders would revert to the 

rates to those in effect prior to the 

changes made in 2018 to lower the 

MOC/LOC Tier 1 and 2 rates. Moreover, 

even without the proposed incremental 

discounts, the proposed rates for MOC 

orders, including the highest proposed 

rate, would be lower than or in line with 

the applicable rate on other 

marketplaces.27 The Exchanges offers 

other ways for member organizations to 

achieve lower fees in the close, 

including MOC orders through their 

Floor broker or D Orders last modified 

earlier than 25 minutes before the 

scheduled close of trading. 

Further, the Exchange believes that 

offering proposed incremental per share 

discounts on MOC orders is a 

reasonable way to lower a member 

organization’s effective fee for MOC 

orders. The proposed discounts based 

on increased Adding ADV in Tapes A, 

B and C Securities as a percentage of 

Tapes A, B and C CADV and/or through 

entry by an affiliated Floor broker is also 

a reasonable way to encourage 

submission of additional liquidity to a 

public exchange and the submission of 

additional marketable liquidity to the 

Exchange’s closing auction. Member 

organizations can also achieve discounts 

by using their affiliated Floor broker to 

achieve the ADV requirement, which 

combined with the above discount gives 

member organizations flexibility in 

achieve lower fees for MOC orders. As 

noted, members and member 

organizations benefit from the 

substantial amounts of liquidity that are 

present on the Exchange during such 

time. 

The Exchange notes that other 

marketplaces provide discounts based 

on intraday adding volume, and that 

aligning incentives for lower pricing at 

the close with additional intraday 

volume is thus neither novel nor an 

unreasonable stance in a competitive 

marketplace. For example, NASDAQ 

offers six MOC/LOC tiers with fees 

ranging from $0.0008 to $0.00145 and a 

non-tier rate of $0.0016 based on adding 

volume or MOC/LOC volume per MPID 

as a percentage of Tapes A, B and C. The 

proposed requirements to achieve the 

proposed discounts are lower than 

NASDAQ’s current requirements and, as 

noted, even without the discounts, the 

proposed rates are lower than or in line 

with NASDAQ’s discounted rates.28

Similarly, on NYSE Arca, Inc. (‘‘NYSE 

Arca’’), ETP Holders that qualify for Tier 

1, Tier 2, or Tier 3 Adding Tiers, which 

are based on intraday adding volume, 

are also eligible for discounted rates for 

Closing orders.29 In the prevailing 

competitive marketplace, there is 

nothing unreasonable in raising base 

rates and offering incentives to members 

who support the venue. Similarly, in 

this competitive marketplace, there is 

nothing unreasonable in establishing 

incentives for one type of activity on the 

Exchange that considers other facets of 

Exchange participation. For example, 

under the ‘‘Liquidity Removal Tier’’ 

offered by MEMX, qualifying members 

that post orders on its venue are charged 

a discounted fee for taking liquidity 

(including when accessing MEMX’s 

protected quote).30 Finally, the 

Exchange believes that increasing the 

fee for all other orders from continuous 

trading swept into the close is also 

reasonable because it remains in line or 

better when compared with other 

exchanges.31

Tape C Incentives 

The Exchange believes that the 

proposed incentives relating to adding 

and removing liquidity in Tape C 

securities are a reasonable way to 

incentivize member organizations to 

add and remove liquidity on a public 

exchange. 

Specifically, the proposal to introduce 

new credits for member organizations 

removing liquidity in Tape C securities 

of $0.0026 and $0.0027 would 

incentivize member organizations to 

remove additional liquidity from the 

Exchange, thereby increasing the 

number of orders adding liquidity that 

are executed on the Exchange to achieve 

the tier requirements which improves 

overall liquidity on a public exchange 

and resulting in lower costs for member 

organizations that qualify for the rate. 

Without having a view of a member 

organization’s activity on other markets 

and off-exchange venues, the Exchange 

believes the proposed credits would 

provide an incentive for member 

organizations to remove additional 

liquidity from the Exchange in Tape C 

securities. The Exchange notes that the 

proposed fees are in line with or better 

than the applicable rate on other 

marketplaces.32

The proposed changes to the Tier 1 

and Tier 2 Adding Credits in Tape B 

and C Securities and the introduction of 

a Tier 3 Adding Credit in Tape C 

securities are also reasonable. The 

proposed $0.0029 per share credit for 

Tape C securities for member 

organizations meeting the adding 

liquidity requirements of Tier 1 and 

requiring a higher Adding CADV in 

Tape B or C in order to qualify for the 

Tape 2 Adding Credit are reasonable 

because the changes would further 


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Federal Register / Vol. 87, No. 64 / Monday, April 4, 2022 / Notices 19547 

33See note 17, supra. 

34See Cboe BZX Fee Schedule, available at 

https://www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

contribute to incenting member 

organizations to provide additional 

amounts of liquidity on the Exchange in 

Tape C securities, and all member 

organizations would benefit from such 

increased levels of liquidity. 

Finally, the proposed new Tape C 

Tier Adding credit of $0.0031 per share 

when adding liquidity to the Exchange 

if the member organization has at least 

0.25% of Adding CADV in Tape C 

securities is reasonable because it would 

also further contribute to incenting 

member organizations to provide 

additional amounts of liquidity on the 

Exchange. As noted above, the Exchange 

operates in a competitive environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. The Exchange believes that the 

higher adding requirement to qualify for 

adding credits in Tape C securities 

would provide greater incentives for 

member organizations to add more 

liquidity to the Exchange. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Based on the profile of 

liquidity-adding firms generally, the 

Exchange believes that additional 

member organizations could qualify for 

the proposed tiered credit if they choose 

to direct order flow to the Exchange. 

However, without having a view of 

member organizations’ activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any additional member 

organizations directing orders to the 

Exchange in order to qualify for the 

proposed Tape C Tier. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes the proposal 

equitably allocates fees and credits 

among market participants because all 

member organizations that participate 

on the Exchange may qualify for the 

proposed credits and fees on an equal 

basis. The Exchange believes its 

proposal equitably allocates its fees and 

credits among its market participants by 

fostering liquidity provision and 

stability in the marketplace. 

Orders at the Close 

The Exchange believes that the 

proposed fees for MOC orders and 

associated discounts are an equitable 

allocation of fees because the proposed 

changes, taken together, will incentivize 

member organizations to send 

additional adding liquidity to achieve 

lower fees and encourage greater 

marketable and other liquidity at the 

closing auction. Higher volumes of MOC 

orders contribute to the quality of the 

Exchange’s closing auction and provide 

market participants whose orders are 

swept into the close with a greater 

opportunity for execution of orders on 

the Exchange, thereby promoting price 

discovery and transparency and 

enhancing order execution 

opportunities and improving overall 

liquidity on a public exchange. The 

Exchange also believes that the 

proposed change is equitable because it 

would apply to all similarly situated 

member organizations that utilize MOC 

orders on the Exchange. The proposed 

change also is equitable because the 

proposed fees, including the highest 

proposed fee, would be lower than or in 

line with the applicable rate on other 

marketplaces.33

The Exchange believes that the 

proposed incremental per share 

discounts on MOC orders are equitable 

because the discounts would be 

available on an equal basis to all 

similarly situated member organizations 

that utilize MOC orders on the 

Exchange. In this regard, the proposed 

discounts are equitable because any 

member organization can choose to 

increase their adding ADV volume in 

order to qualify for the proposed 

discounts and any member organization 

can choose to have an affiliated Floor 

broker in order to qualify for the 

additional proposed discount. 

Moreover, as noted above, alternative 

ways to achieve lower MOC fees are also 

available to all similarly situated 

member organizations that utilize MOC 

orders on the Exchange on an equal 

basis. 

Tape C Incentives 

The Tape C incentives for removing 

and adding liquidity equitably allocate 

fees and credits among the Exchange’s 

market participants because all member 

organizations that participate on the 

Exchange may receive the proposed 

credits for removing liquidity in Tape C 

securities and the proposed credits for 

adding liquidity in if they elect to send 

their orders to the Exchange and meet 

the corresponding requirements, 

including the enhanced requirement for 

the Tier 2 Adding Credit, in order to 

qualify for the credits. Without having 

a view of member organization’s activity 

on other markets and off-exchange 

venues, the Exchange has no way of 

knowing whether this proposed rule 

change would result in any member 

organizations sending more of their 

orders to the Exchange. The Exchange 

cannot predict with certainty how many 

member organizations would avail 

themselves of this opportunity, but 

additional orders would benefit all 

market participants because it would 

provide greater execution opportunities 

on the Exchange. 

The Exchange also believes that the 

proposed change is equitable because it 

would apply to all similarly situated 

member organizations that remove and 

add liquidity in Tape C securities. The 

proposal neither targets nor will it have 

a disparate impact on any particular 

category of market participant. 

Specifically, the Exchange believes that 

the proposal constitutes an equitable 

allocation of fees because all similarly 

situated member organizations would be 

eligible for the same credits if they meet 

the corresponding requirements for the 

fee or credit. As to those member 

organizations that do not presently 

qualify for the adding liquidity credit, 

the proposal will not adversely impact 

their existing pricing or their ability to 

qualify for other credits provided by the 

Exchange. The proposed change also is 

equitable because it would be consistent 

with the applicable rate on other 

marketplaces. For example, the Cboe 

BZX fee for removing is $0.0030 and the 

requirement to achieve a credit for 

removing of $0.0031 is an adding ADV 

of 1.00% of CADV or 100 million shares 

ADV.34

As previously noted, the Exchange 

operates in a competitive environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Because the proposed Tape C 

incentive involves the introduction of 

new credits and/or new requirements, 

the Exchange does not know how many 

member organizations could qualify for 

the new remove and add fees based on 

their current trading profile and if they 

choose to direct order flow to the 

Exchange. However, without having a 

view of member organization’s activity 

on other exchanges and off-exchange 

venues, the Exchange has no way of 

knowing whether this proposed rule 

change would result in any member 

organization directing orders to the 

Exchange. 


khammond on DSKJM1Z7X2PROD with NOTICES
19548 Federal Register / Vol. 87, No. 64 / Monday, April 4, 2022 / Notices 

35 15 U.S.C. 78f(b)(8). 36Regulation NMS, 70 FR at 37498–99. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. 

Orders at the Close 

The proposed increased fees for MOC 

orders and associated discounts are not 

unfairly discriminatory because the 

proposed fees would be applied to all 

similarly situated member organizations 

and other market participants, who 

would all be subject to the same fees, 

requirements and discounts on an equal 

basis. For the same reason, the proposal 

neither targets nor will it have a 

disparate impact on any particular 

category of market participant. 

Accordingly, no member organization 

already operating on the Exchange 

would be disadvantaged by this 

allocation of fees. Further, the Exchange 

believes the proposal would incentivize 

member organizations to send more 

orders to the Exchange to qualify for 

higher credits. Finally, the submission 

of orders to the Exchange is optional for 

member organizations in that they could 

choose whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. 

Further, the Exchange believes that 

the proposed incremental per share 

discounts on MOC orders is not unfairly 

discriminatory because the discounts 

would be available on an equal basis to 

all similarly situated member 

organizations. As noted above, 

additional ways to achieve lower MOC 

fees are also available to all similarly 

situated member organizations that 

utilize MOC orders on the Exchange on 

an equal basis. 

Tape C Incentives 

The Exchange believes it is not 

unfairly discriminatory to provide 

additional credits and fees for adding 

liquidity to the Exchange in Tape C 

securities because the credits and fees 

would be provided on an equal basis to 

all member organizations that add 

liquidity by meeting the new proposed 

adding tier requirements. In the 

prevailing competitive environment, 

member organizations are free to 

disfavor the Exchange’s pricing if they 

believe that alternatives offer them 

better value. The Exchange believes it is 

not unfairly discriminatory to provide 

additional credits and revised 

requirements to encourage liquidity in 

Tape C securities as the proposed 

credits and requirements would be 

provided on an equal basis to all 

member organizations. Further, the 

Exchange believes the proposed credits 

would incentivize member 

organizations that meet the new 

requirements to send more orders to the 

Exchange. Since the proposed credits 

would be new, no member organization 

currently qualifies for them. As noted, 

without a view of member organization 

activity on other exchanges and offexchange venues, the Exchange has no 

way of knowing whether this proposed 

rule change would result in any member 

organization qualifying for the tier. The 

Exchange believes the proposed credits 

provide a reasonable incentive for 

member organizations to direct their 

order flow to the Exchange and provide 

meaningful added levels of liquidity in 

order to qualify for the credits, thereby 

contributing to depth and market 

quality on the Exchange. 

In addition, the Exchange believes 

that the proposal is not unfairly 

discriminatory because it neither targets 

nor will it have a disparate impact on 

any particular category of market 

participant. All member organizations 

that provide liquidity could be eligible 

to qualify for the proposed credits in 

Tape C securities if they meet the 

proposed requirements. The Exchange 

believes that offering credits for 

providing liquidity will continue to 

attract order flow and liquidity to the 

Exchange, thereby providing additional 

price improvement opportunities on the 

Exchange and benefiting investors 

generally. As to those market 

participants that do not presently 

qualify for the adding liquidity credits, 

the proposal will not adversely impact 

their ability to qualify for other credits 

provided by the Exchange. Finally, as 

noted, the submission of orders is 

optional for member organizations in 

that they could choose whether to 

submit orders to the Exchange and, if 

they do, they can choose the extent of 

their activity in this regard. The 

Exchange believes that it is subject to 

significant competitive forces, as 

described below in the Exchange’s 

statement regarding the burden on 

competition. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,35 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Instead, as 

discussed above, the proposal would 

encourage the submission of additional 

liquidity to a public exchange, thereby 

promoting market depth, price 

discovery and transparency and 

enhancing order execution 

opportunities for member organization. 

As a result, the Exchange believes that 

the proposed change furthers the 

Commission’s goal in adopting 

Regulation NMS of fostering integrated 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 36

Intramarket Competition. The 

proposed change is designed to attract 

additional order flow to the Exchange. 

As described above, the Exchange 

believes that the proposed change 

would provide additional incentives for 

market participants to route liquidityremoving and liquidity-providing orders 

to the Exchange. Greater liquidity 

benefits all market participants on the 

Exchange by providing more trading 

opportunities and encourages member 

organizations to send orders, thereby 

contributing to robust levels of liquidity, 

which benefits all market participants 

on the Exchange. Greater overall order 

flow, trading opportunities, and pricing 

transparency benefit all market 

participants on the Exchange by 

enhancing market quality and 

continuing to encourage member 

organizations to send orders, thereby 

contributing towards a robust and wellbalanced market ecosystem. The current 

and proposed credits would be available 

to all similarly-situated market 

participants, and, as such, the proposed 

change would not impose a disparate 

burden on competition among market 

participants on the Exchange. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

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

at those other venues to be more 

favorable. As noted above, the Exchange 

currently has less than 12% market 

share of executed volume of equities 

trading. In such an environment, the 

Exchange must continually adjust its 

fees and rebates to remain competitive 

with other exchanges and off-exchange 

venues. Because competitors are free to 

modify their own fees and credits in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

does not believe its proposed fee change 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 64 / Monday, April 4, 2022 / Notices 19549 

37 15 U.S.C. 78s(b)(3)(A). 

38 17 CFR 240.19b–4(f)(2). 39 15 U.S.C. 78s(b)(2)(B). 

40 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 92570 

(August 5, 2021), 86 FR 44482 (August 12, 2021) 

(SR–NSCC–2021–010). NSCC also filed the proposal 

contained in the Proposed Rule Change as advance 

notice SR–NSCC–2021–803 (‘‘Advance Notice’’) 

with the Commission pursuant to Section 806(e)(1) 

of the Dodd-Frank Wall Street Reform and 

Consumer Protection Act entitled the Payment, 

Clearing, and Settlement Supervision Act of 2010 

(‘‘Clearing Supervision Act’’). 12 U.S.C. 5465(e)(1); 

17 CFR 240.19b–4(n)(1)(i). Notice of filing of the 

Advance Notice was published for comment in the 

Federal Register on August 12, 2021. Securities 

Exchange Act Release No. 92568 (August 5, 2021), 

86 FR 44530 (August 12, 2021) (SR–NSCC–2021– 

803). The proposal contained in the Proposed Rule 

Change and the Advance Notice shall not take effect 

until all regulatory actions required with respect to 

the proposal are completed. 

4 15 U.S.C. 78s(b)(2). 

5Securities Exchange Act Release No. 92860 

(September 2, 2021), 86 FR 50569 (September 9, 

2021) (SR–NSCC–2021–010). 

can impose any burden on intermarket 

competition. 

Finally, as previously noted, the 

Exchange operates in a highly 

competitive market for MOC Orders in 

which market participants can readily 

favor competing venues if they deem fee 

levels at a particular venue to be 

excessive or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees and rebates to remain competitive 

with other exchanges and non-exchange 

trading venues that are not subject to the 

same transparency or statutory 

standards applicable to exchanges 

relating to setting fees. Because 

competitors are free to modify their own 

fees and credits in response, some 

without the requirement of making a 

filing with the Commission, and 

because market participants may readily 

adjust their order routing practices, the 

Exchange believes that any degree to 

which fee changes in this market may 

impose any burden on competition 

would be extremely limited. 

The Exchange believes that the 

proposed change could promote 

competition between the Exchange and 

other execution venues, including those 

that currently offer similar order types 

and comparable transaction pricing, by 

encouraging additional orders to be sent 

to the Exchange for execution. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 37 of the Act and 

subparagraph (f)(2) of Rule 19b–4 38

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 39 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2022–16 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–NYSE–2022–16. 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–NYSE–2022–16 and should 

be submitted on or before April 25, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.40

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06980 Filed 4–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34 94537; File No. SR–NSCC– 

2021–010] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Withdrawal of a 

Proposed Rule Change To Establish 

the Securities Financing Transaction 

Clearing Service and Make Other 

Changes 

March 29, 2022. 

On July 22, 2021, National Securities 

Clearing Corporation (‘‘NSCC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) proposed 

rule change SR–NSCC–2021–010 

(‘‘Proposed Rule Change’’) pursuant to 

Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder.2 The Proposed Rule 

Change was published for comment in 

the Federal Register on August 12, 

2021.3

On September 2, 2021, pursuant to 

Section 19(b)(2) of the Act,4 the 

Commission designated a longer period 

within which to approve, disapprove, or 

institute proceedings to determine 

whether to approve or disapprove the 

Proposed Rule Change.5 On November 

5, 2021, the Commission instituted 

proceedings pursuant to Section 


khammond on DSKJM1Z7X2PROD with NOTICES