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[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Notices]
[Pages 102982-102985]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29928]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101902; File No. SR-PEARL-2024-57]

Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX 
Pearl Equities Fee Schedule To Make a Non-Substantive Change

December 12, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 102983]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on December 4, 2024, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange has designated the 
proposed rule change as constituting a ``non-controversial'' rule 
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 
19b-4(f)(6) thereunder,\4\ which renders the proposal effective upon 
receipt of this filing by the Commission. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the fee schedule (the ``Fee 
Schedule'') applicable to MIAX Pearl Equities, an equities trading 
facility of the Exchange.
    The text of the proposed rule change is available on the Exchange's 
website at https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings, at MIAX Pearl's principal office, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the table in Section (1)(a) of the 
Fee Schedule, which provides the Exchange's standard rates for adding 
or removing liquidity in all securities, to make a non-substantive, 
clarifying change.

Background

    Currently, the Standard Rates table in Section (1)(a) of the Fee 
Schedule provides the standard rates for executions of orders in all 
securities that add or remove liquidity from the Exchange as well as 
the corresponding liquidity indicator code applicable to such 
transaction. In particular, the Exchange provides a standard rebate of 
($0.0021) \5\ per share for executions of orders in securities priced 
at or above $1.00 per share that add displayed liquidity to the 
Exchange across all tapes.\6\ The Exchange provides a standard rebate 
of 0.15% of the total dollar value of the transaction for executions of 
orders in securities priced below $1.00 per share that add displayed 
liquidity to the Exchange across all tapes.\7\ The Exchange provides in 
the Standard Rates table in Section (1)(a) of the Fee Schedule that the 
liquidity indicator codes that apply to the above-described 
transactions are ``AA'' (Adds Liquidity, Displayed Order (Tape A)); 
``AB'' (Adds Liquidity, Displayed Order (Tape B)); ``AC'' (Adds 
Liquidity, Displayed Order (Tape C)); and ``AR'' (Retail Order, Adds 
Liquidity, Displayed Order (All Tapes)).\8\ Effective beginning July 1, 
2021, the Exchange established liquidity indicator code ``AR,'' which 
provides a higher standard rebate for executions of Retail Orders in 
securities priced at or above $1.00 per share that add displayed 
liquidity to the Exchange across all tapes. This is the ``standard 
rate'' of ($0.0037) per share for such Retail Order transactions.\9\
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    \5\ Rebates are indicated by parentheses. See the General Notes 
section of the Fee Schedule.
    \6\ See Fee Schedule, Section (1)(a).
    \7\ Id.
    \8\ A ``Retail Order'' is an agency or riskless principal order 
that meets the criteria of FINRA Rule 5320.03 that originates from a 
natural person and is submitted to the Exchange by a Retail Member 
Organization, provided that no change is made to the terms of the 
order with respect to price or side of market and the order does not 
originate from a trading algorithm or any other computerized 
methodology. See Exchange Rule 2626(a)(2).
    \9\ See Securities Exchange Act Release No. 92452 (July 20, 
2021), 86 FR 40092 (July 26, 2021) (SR-PEARL-2021-34).
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Proposal
    The Exchange proposes to amend the Standard Rates table in Section 
(1)(a) of the Fee Schedule to add a new column that will describe the 
rebate applicable to executions of Retail Orders in all securities that 
add displayed liquidity to the Exchange across all tapes. The Exchange 
proposes to delete liquidity indicator code ``AR'' from the first 
column of rebates titled ``Adding Liquidity Displayed Order'' and 
create a new column titled ``Adding Liquidity Displayed Retail Order,'' 
which will apply only to liquidity indicator code ``AR''. Since 
liquidity indicator code ``AR'' is currently in the first column of the 
Standard Rates table, this suggests incorrectly that the rebate for 
executions of Retail Orders in securities at or above $1.00 per share 
that add displayed liquidity to the Exchange across all tapes is 
($0.0021) per share; however, since July 2021, the Exchange has 
provided market participants the correct rebate of ($0.0037) per share 
for such transactions in Retail Orders. This proposal will eliminate 
the erroneous text regarding the rebate applicable to executions of 
Retail Orders in securities at or above $1.00 per share that add 
displayed liquidity to the Exchange across all tapes.
    The proposed new column will describe the current standard rates 
applicable to executions of Retail Orders in all securities that add 
displayed liquidity to the Exchange across all tapes. In particular, 
the first row of the new column will show the standard rebate of 
($0.0037) per share for executions Retail Orders in securities priced 
at or above $1.00 per share that add displayed liquidity to the 
Exchange across all tapes. The second row will show the standard rebate 
of 0.15% of the total dollar value of the transaction for executions 
Retail Orders in securities priced below $1.00 per share that add 
displayed liquidity to the Exchange across all tapes. Finally, the 
third row will show the applicable liquidity indicator code of ``AR.'' 
The Exchange does not propose to amend any rebates or fees. The purpose 
of the proposed change is to provide greater clarity within the Fee 
Schedule.
2. Statutory Basis
    The Exchange believes that the proposed change is consistent with 
Section 6(b) of the Act \10\ in general, and further the objectives of 
Section 6(b)(5) of the Act,\11\ in particular, in that it is designed 
to promote just and equitable principles of trade, foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and, 
in general, protect investors and the public interest.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes the proposed changes promote just and 
equitable principles of trade and remove impediments to and perfects 
the

[[Page 102984]]

mechanism of a free and open market and a national market system 
because the proposed changes will provide greater clarity to Equity 
Members \12\ and the public regarding the Exchange's Fee Schedule. This 
is because the Fee Schedule, as currently stated, may be unclear as to 
which rebate market participants will receive for executions of Retail 
Orders in securities priced at or above $1.00 per share that add 
displayed liquidity to the Exchange, which is ($0.0037) per share and 
not ($0.0021) per share.\13\ The proposed changes will provide greater 
clarity within the Fee Schedule by eliminating what could be read as an 
inapplicable rebate of ($0.0021) per share for executions of Retail 
Orders in securities priced at or above $1.00 per share that add 
displayed liquidity to the Exchange since the Exchange established the 
rebate of ($0.0037) per share for such transactions in Retail Orders in 
July 2021 and has provided the correct rebate since that time.
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    \12\ The term ``Equity Member'' is a Member authorized by the 
Exchange to transact business on MIAX Pearl Equities. See Exchange 
Rule 1901.
    \13\ See Fee Schedule, Section (1)(a).
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    With the addition of the new column, the Exchange will provide 
greater clarity regarding the standard rates in the Fee Schedule. The 
Exchange believes this proposed change will make it easier for Equity 
Members to interpret the Exchange's Fee Schedule, render the Fee 
Schedule more accurate and reduce potential investor confusion, which 
removes impediments to and perfects the mechanism of a free and open 
market and a national market system. The Exchange does not propose to 
amend any rebates or fees. It is in the public interest for the 
Exchange's Fee Schedule to be clear and consistent so as to eliminate 
the potential for confusion.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Specifically, the Exchange believes the 
proposed change will not impose any burden on intra-market competition 
as there is no change to the Exchange's rebates or fees and because the 
Exchange's Fee Schedule will continue to apply equally to all market 
participants. The proposal will have no impact on competition as it is 
not designed to address any competitive issue but rather is designed to 
provide clarity regarding the Exchange's rebates for certain types of 
transactions. The proposal will not impose any burden on competition; 
rather it will make it easier for Equity Members to interpret the 
Exchange's Fee Schedule, which may reduce potential investor confusion.
    The Exchange does not believe the proposal will impose any burden 
on inter-market competition as the proposal does not address any 
competitive issues and is intended to protect investors by providing 
greater clarity regarding the Exchange's standard rate for executions 
of Retail Orders in securities priced at or above $1.00 per share that 
add displayed liquidity to the Exchange across all tapes. The Exchange 
does not believe that the proposal will harm another exchange's ability 
to compete. Accordingly, the Exchange does not believe the proposal 
imposes any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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

    Written comments were neither solicited nor received.

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

    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 after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) \15\ thereunder.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ 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 the proposed 
rule change may become operative upon filing. The Exchange states that 
the proposed rule change does not significantly affect the protection 
of investors or the public interest because the proposed addition of a 
new column to show the standard rates for executions of Retail Orders 
in all securities that add displayed liquidity to the Exchange across 
all tapes is a non-substantive, clarifying edit that does not propose 
to amend any current fees or rebates. Further, the Exchange states that 
is in the public interest for the Fee Schedule to be clear and 
consistent. The proposed rule change does not raise any new or novel 
issues, and is intended to reduce the potential for confusion within 
the Exchange's Fee Schedule. For these reasons, the Commission believes 
that waiving the 30-day operative delay is consistent with the 
protection of investors and the public interest. Therefore, the 
Commission hereby waives the operative delay and designates the 
proposal operative upon filing.\18\
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-PEARL-2024-57 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.

[[Page 102985]]

All submissions should refer to file number SR-PEARL-2024-57. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-PEARL-2024-57 and should be 
submitted on or before January 8, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29928 Filed 12-17-24; 8:45 am]
BILLING CODE 8011-01-P
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