32292 Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(2). 20 15 U.S.C. 78s(b)(2)(B). 

21 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

opportunities, and pricing transparency 

benefit all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage ETP 

Holders to send orders, thereby 

contributing towards a robust and wellbalanced market ecosystem. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

their orders to other exchange 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 1% market share 

of executed volume of equities trading. 

In such an environment, the Exchange 

must continually adjust its fees and 

credits to remain competitive with other 

exchanges and with 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 

can impose any burden on intermarket 

competition. 

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) 18 of the Act and 

subparagraph (f)(2) of Rule 19b–4 19

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) 20 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– 

NYSEAMER–2021–29 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–NYSEAMER–2021–29. 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–NYSEAMER–2021–29 and 

should be submitted on or before July 8, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–12750 Filed 6–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92160; File No. SR–NYSE– 

2021–35] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

June 11, 2021. 

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 May 27, 

2021, 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) introduce three adding 

credit tiers (Tiers 3, 5 and 6 Adding 

Credits) and re-number current Tier 3, 

and (2) relocate and modify certain fees, 

and introduce new fees, for transactions 

that remove liquidity from the Exchange 

in Tape A, B and C securities. The 

Exchange proposes to implement the fee 

changes effective June 1, 2021. 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. 


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4See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

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

5See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

6See 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. 

7See 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. 

8See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

9The terms ‘‘ADV’’ and ‘‘CADV’’ are defined in 

footnote * of the Price List. 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to (1) introduce three adding 

credit tiers (Tiers 3, 5 and 6 Adding 

Credits) and re-number current Tier 3, 

and (2) relocate and modify certain fees, 

and introduce new fees, for transactions 

that remove liquidity from the Exchange 

in Tape A, B and C securities. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct liquidity-providing 

orders by offering further incentives for 

member organizations to send 

additional liquidity to the Exchange. 

The Exchange proposes to implement 

the fee changes effective June 1, 2021. 

Background 

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. 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.’’ 4

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 5 Indeed, equity trading is 

currently dispersed across 16 

exchanges,6 31 alternative trading 

systems,7 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly available information, no single 

exchange has more than 20% market 

share.8 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange’s market 

share of trading in Tape A, B and C 

securities combined is less than 12%. 

The Exchange believes that the evershifting market share among the 

exchanges 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. 

With respect to non-marketable order 

flow that would provide displayed 

liquidity on an Exchange, member 

organizations can choose from any one 

of the numerous currently operating 

registered exchanges to route such order 

flow. Accordingly, competitive forces 

constrain exchange transaction fees that 

relate to orders that would provide 

liquidity on an exchange. 

In response to this competitive 

environment, the Exchange has 

established incentives for its member 

organizations who submit orders that 

provide liquidity on the Exchange. The 

proposed fee change is designed to 

attract additional order flow to the 

Exchange by incentivizing member 

organizations to submit additional 

displayed liquidity to the Exchange. 

Proposed Rule Change 

Adding Tiers 

The Exchange currently offers three 

adding tiers (Tier 1 Adding Credit, Tier 

2 Adding Credit, and Tier 3 Adding 

Credit) that provide credits of $0.0022, 

$0.0020, and $0.0018 per share, 

respectively, for all orders, other than 

MPL and Non-Display Reserve orders, 

that add liquidity to the NYSE when 

certain requirements are met. The 

Exchange proposes to introduce three 

similar adding credit tiers numbered 3, 

5 and 6 and re-number current Tier 3 as 

Tier 4, as follows. 

Tier 3 Adding Credit 

The Exchange proposes a new Tier 3 

Adding Credit for orders, other than 

MPL and Non-Display Reserve orders, 

that add liquidity to the Exchange. As 

proposed, the Exchange would provide 

a $0.0019 credit in Tape A securities if 

a member organization has an average 

daily volume (‘‘ADV’’) that adds 

liquidity to the Exchange during the 

billing month (‘‘Adding ADV’’),9

excluding Supplemental Liquidity 

Provider (‘‘SLP’’) and Designated Market 

Maker (‘‘DMM’’) Adding ADV, that is at 

least 0.35% of NYSE CADV. In addition, 

member organizations that meet the 

above requirements and add liquidity, 

excluding liquidity added as an SLP, in 

Tape B and C Securities of at least 

0.20% of Tape B and Tape C CADV 

combined, would receive an additional 

$0.0001 per share. 

The purpose of this proposed change 

is to incentivize member organizations 

to increase the liquidity-providing 

orders in the Tape A securities they 

send to the Exchange, which would 

support the quality of price discovery 

on the Exchange and provide additional 

liquidity for incoming orders. 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. Because the proposed tier 

requires a member organization to 

achieve a minimum volume of its trades 

in orders that add liquidity, the 

Exchange believes that the proposed 

credits would provide an incentive for 

all member organizations to send 

additional liquidity to the Exchange in 

order to qualify for them. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Since the proposed tier is new, 

the Exchange does not know how many 

member organizations could qualify for 

the new tiered rate based on their 

current trading profile on the Exchange 

and if they choose to direct order flow 

to the NYSE. 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 


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change would result in any member 

organization directing orders to the 

Exchange in order to qualify for the new 

tier. 

In connection with this proposed 

change, current Tier 3 Adding Credit 

would become Tier 4 Adding Credit. 

The next proposed tier would follow 

current Tier 3 Adding Credit as 

renumbered in the Price List. 

Tier 5 Adding Credit 

The Exchange proposes a new Tier 5 

Adding Credit for orders, other than 

MPL and Non-Display Reserve orders, 

that add liquidity to the Exchange. As 

proposed, the Exchange would provide 

a $0.0017 credit in Tape A securities if 

a member organization’s Adding ADV, 

excluding liquidity added as an SLP and 

as a DMM, is at least 0.29% of NYSE 

CADV. Further, member organizations 

that meet the above requirements and 

add liquidity, excluding liquidity added 

as an SLP, in Tape B and C Securities 

of at least 0.20% of Tape B and Tape C 

CADV combined, would receive an 

additional $0.0001 per share. 

The purpose of this proposed change 

is to incentivize member organizations 

to increase the liquidity-providing 

orders in the Tape A securities they 

send to the Exchange, which would 

support the quality of price discovery 

on the Exchange and provide additional 

liquidity for incoming orders. 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. Because the proposed tier 

requires a member organization to 

achieve a minimum volume of its trades 

in orders that add liquidity, the 

Exchange believes that the proposed 

credits would provide an incentive for 

all member organizations to send 

additional liquidity to the Exchange in 

order to qualify for them. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Since the proposed tier is new, 

the Exchange does not know how many 

member organizations could qualify for 

the new tiered rate based on their 

current trading profile on the Exchange 

and if they choose to direct order flow 

to the NYSE. 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 new 

tier. 

Tier 6 Adding Credit 

The Exchange proposes a new Tier 6 

Adding Credit for orders, other than 

MPL and Non-Display Reserve orders, 

that add liquidity to the Exchange. As 

proposed, the Exchange would provide 

a $0.0015 credit in Tape A securities if 

a member organization’s Adding ADV, 

excluding liquidity added as an SLP and 

as a DMM, is at least either: 

• 0.22% of NYSE CADV, or 

• 0.15% of NYSE CADV that is at 

least 0.05% of NYSE CADV above the 

member organization’s first quarter 2021 

adding liquidity as a percentage of 

NYSE CADV. 

In addition, member organizations 

that meet the above requirements and 

add liquidity, excluding liquidity added 

as an SLP, in Tape B and C Securities 

of at least 0.20% of Tape B and Tape C 

CADV combined, would receive an 

additional $0.0001 per share. 

The following example illustrates 

how all of the proposed adding tiers 

would operate. 

Assume Member Organization A has 

an Adding ADV as a percentage of Tape 

A CADV of 0.45% in the billing month 

of which 0.10% was DMM Adding ADV 

and 0.05% was SLP Adding ADV: 

• Member Organization A would 

qualify for adding credit of $0.0017 for 

displayed adding liquidity, based on the 

Adding ADV of 0.30%, exceeding the 

0.29% requirement. 

If Member Organization A instead had 

Adding ADV as a percentage of Tape A 

CADV of 0.55% in the billing month, of 

which 0.10% was DMM Adding ADV 

and 0.05% was SLP Adding ADV: 

• Member Organization A would 

qualify for adding credit of $0.0019 for 

displayed adding liquidity, based on the 

Adding ADV of 0.40%, exceeding the 

0.35% requirement. 

Also assume that Member 

Organization A had an Adding ADV, 

excluding SLP and DMM Adding ADV, 

of 0.05% in the baseline quarter of the 

first quarter 2021. If in another billing 

month, Member Organization A had an 

Adding ADV, excluding SLP and DMM 

Adding ADV, of 0.17%: 

• Member Organization A would 

qualify for a credit of $0.0015 for 

displayed adding liquidity, exceeding 

the 0.05% step up with 0.12% over first 

quarter 2021 baseline and meeting the 

0.015% Adding ADV requirement. 

The purpose of this proposed change 

is also to incentivize member 

organizations to increase the liquidityproviding orders in the Tape A 

securities they send to the Exchange, 

which would support the quality of 

price discovery on the Exchange and 

provide additional liquidity for 

incoming orders. 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. Because 

the proposed tier requires a member 

organization to achieve a minimum 

volume of its trades in orders that add 

liquidity, the Exchange believes that the 

proposed credits would provide an 

incentive for all member organizations 

to send additional liquidity to the 

Exchange in order to qualify for them. 

The Exchange does not know how much 

order flow member organizations choose 

to route to other exchanges or to offexchange venues. Since the proposed 

tier is new, the Exchange does not know 

how many member organizations could 

qualify for the new tiered rate based on 

their current trading profile on the 

Exchange and if they choose to direct 

order flow to the NYSE. 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 new 

tier. 

Charges for Removing Liquidity 

Currently, the Exchange sets forth the 

fees for removing liquidity from the 

Exchange in Tape A securities in a 

different section of the Price List from 

fees for removing liquidity in Tape B 

and C securities, which are grouped 

with credits for adding liquidity in Tape 

B and C securities under their own 

heading in the Price List. The Exchange 

proposes to modify certain fees for 

removing liquidity in Tapes B and C 

securities and relocate them to section 

of the Price List setting forth the current 

fees for removing liquidity in Tape A 

securities. In addition, other fees for 

removing liquidity in Tape B and C 

securities would be deleted or relocated 

within the current section of the Price 

List where remove fees and adding 

credits in Tapes B and C securities are 

set forth. 

First, the current base rate charged for 

non-Floor broker transactions that 

remove liquidity from the Exchange 

(i.e., unless one of the charges set forth 

immediately below this charge applies) 

is a fee of $0.0030. The Exchange 

proposes that this fee would apply to 

Tape B and C securities in addition to 

Tape A securities. 

Second, under Remove Tier 2 for 

Tape B and C securities, the Exchange 

currently charges a per tape fee of 

$0.00285 per share to remove liquidity 

from the Exchange for member 


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10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(4) & (5). 

12See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

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

13See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

organizations with an at least 50,000 

shares Per Tape of Non-SLP and Floor 

broker Adding ADV. This fee would be 

deleted from Remove Tier 2 and 

incorporated into a new section under 

Tape A securities setting forth rates and 

new requirements for removing 

liquidity in Tape A, B and C securities, 

as follows. 

As proposed, for non-Floor broker 

transactions if the member organization 

has an Adding ADV, excluding liquidity 

added by a DMM, that is at least 250,000 

ADV on the NYSE in Tape A securities, 

the Exchange would offer a fee of 

$0.00295 for Tape A securities and 

$0.00285 for Tape B and C securities. 

For non-Floor broker transactions if the 

member organization has an Adding 

ADV, excluding liquidity added by a 

DMM, that is at least 3,500,000 ADV on 

the NYSE in Tape A securities, the 

Exchange would offer a fee of $0.00290 

in Tape A securities and a fee of 

$0.00285 for Tape B and C securities. 

Further, the Exchange currently 

charges $0.00285 for non-Floor broker 

transactions that remove liquidity from 

the Exchange by member organizations 

with an Adding ADV, excluding any 

liquidity added by a DMM, that is more 

than 250,000 ADV on the NYSE in Tape 

A Securities and less than 500,000 ADV 

on the NYSE in Tape B and Tape C 

securities combined during the billing 

month. 

The Exchange proposes to revise the 

requirements and extend the same fee to 

Tape A, B and C securities. Specifically, 

the Exchange proposes a fee of $0.00285 

in Tape A, B and C securities for nonFloor broker transactions if the member 

organization has Adding ADV, 

excluding liquidity added by a DMM, 

that is at least 7,000,000 ADV in Tape 

A securities and 500,000 ADV in Tape 

B and Tape C securities combined. 

Similarly, the Exchange currently 

charges $0.00275 for non-Floor broker 

transactions that remove liquidity from 

the Exchange by member organizations 

with an Adding ADV, excluding any 

liquidity added by a DMM, that is at 

least 250,000 ADV on the NYSE in Tape 

A securities and at least 500,000 ADV 

on the NYSE in Tape B and C securities 

combined during the billing month. 

The Exchange proposes new fees and 

revised requirements. As proposed, the 

Exchange proposes a fee of $0.0028 in 

Tape A securities and a fee of $0.00285 

Tape B and C securities for non-Floor 

broker transactions if the member 

organization has Adding ADV, 

excluding liquidity added by a DMM, 

that is at least 14,000,000 ADV in Tape 

A securities and 750,000 ADV in Tape 

B and Tape C securities combined. 

Finally, in the section of the Price List 

setting forth fees for removing liquidity 

in Tape B and C securities, the 

Exchange would make the following 

additional changes. 

First, for executions on the Exchange 

in Tape B and C securities that remove 

liquidity, the Exchange currently 

charges $0.0030 per share for securities 

priced at or above $1.00, including MPL 

Orders, unless the Floor broker fee or 

the Remove Tier fees applies. The 

Exchange proposes to delete this fee 

since it would be referenced in the 

above section. 

Second, following the current $0.0026 

fee for Floor broker Tape B and C 

executions that remove liquidity from 

the Exchange, which would remain 

unchanged, the Exchange would clarify 

that remove rates listed in the Tape A 

section of the Price List would apply 

unless a better rate set forth below 

apply. 

Finally, the current Remove Tier 1 for 

Tape B and C securities, which provides 

a per tape fee of $0.0026 per share to 

remove liquidity from the Exchange for 

member organizations meeting its 

requirements, would be moved from its 

current place and moved up within the 

same section. The rate and requirements 

would remain unchanged. 

As noted, the current Remove Tier 2 

for Tape B and C securities would be 

deleted from its current place. The 

heading titled ‘‘Remove Tiers For 

Securities At or Above $1.00 

Requirement Rate’’ would also be 

deleted. 

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. 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 offexchange venues. Because the proposed 

reconfiguration of the fees involves the 

introduction of new fees and/or new 

requirements, the Exchange does not 

know how many member organizations 

could qualify for the new remove fees 

based on their current trading profile on 

the Exchange and if they choose to 

direct order flow to the NYSE. 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. 

The proposed changes are not 

otherwise intended to address other 

issues, and the Exchange is not aware of 

any significant problems that market 

participants would have in complying 

with the proposed changes. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,10 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,11 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. 

As discussed above, 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. 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.’’ 12

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 13

Given this competitive environment, 

the proposal represents a reasonable 

attempt to attract additional order flow 

to the Exchange. 

The Proposed Change Is Reasonable 

Adding Tiers 

The proposed new Adding Tier 

Credits are reasonable. Specifically, the 


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14See Cboe BZX Fee Schedule, which has adding 

credits ranging from $0.0025 to $0.0032, at https:// 

markets.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

Exchange believes that the proposed 

adding tiers would provide additional 

incentives for member organizations to 

send additional liquidity providing 

orders to the Exchange in Tape A 

securities. As noted above, the Exchange 

operates in a highly competitive 

environment, particularly for attracting 

non-marketable order flow that provides 

liquidity on an exchange. 

The Exchange believes that the 

requirements for the proposed Tier 1 

Adding Credit, Tier 2 Adding Credit, 

and Tier 3 Adding Credit are reasonable 

because each would encourage 

additional displayed and non-displayed 

liquidity on the Exchange and because 

market participants benefit from the 

greater amounts of displayed and nondisplayed liquidity present on the 

Exchange. Further, the Exchange 

believes it’s reasonable to provide 

credits of $0.0019, $0.0017 and $0.0015 

when the current adding tiers offer 

credits of $0.0018 (current Tier 3, 

proposed Tier 4 Adding Credit) and 

$0.0020 (Tier 2 Adding Credit) because 

the proposal would provide additional 

ways for member organizations to 

qualify for a tiered credit by adding 

liquidity, thereby encouraging member 

organizations to send orders that 

provide liquidity to the Exchange which 

in turn contributes to robust levels of 

liquidity and promoting price discovery 

and transparency which benefits all 

market participants. In addition, the 

Exchange believes that the additional 

credit of $0.0001 per share for member 

organizations that meet the proposed 

tier requirements and add liquidity, 

excluding liquidity added as an 

Supplemental Liquidity Provider, in 

Tape B and C Securities of at least 

0.20% of Tape B and Tape C CADV 

combined is reasonable as a similar 

incentive is offered in the NYSE’s other 

adding tiers (Tier 1–3 Adding Credits). 

Since the proposed Adding Tiers would 

be new, no member organization 

currently qualifies for the proposed 

pricing tiers. As previously noted, 

without a view of member organization 

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

way of knowing whether the proposed 

rule change would result in any member 

organization qualifying for the tier. The 

Exchange believes the proposed credit is 

reasonable as it would provide an 

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. 

Charges for Removing Liquidity 

The Exchange believes that the 

proposal to relocate and modify certain 

fees, and introduce new fees, for 

transactions that remove liquidity from 

the Exchange in Tape A, B and C 

securities are reasonable. The purpose 

of these changes is to encourage 

additional liquidity on the Exchange 

because market participants benefit 

from the greater amounts of displayed 

liquidity present on a public exchange. 

The Exchange believes that the 

proposed new fees and modifications to 

qualification requirements will 

incentivize additional liquidity in Tape 

A, B and Tape C securities to a public 

exchange to qualify for lower fees for 

removing liquidity, thereby promoting 

price discovery and transparency and 

enhancing order execution 

opportunities for member organizations. 

The proposal is thus reasonable because 

all member organizations would benefit 

from such increased levels of liquidity. 

Non-Substantive Changes 

Finally, the Exchange believes the 

proposed non-substantive clarifying and 

conforming changes are reasonable and 

would not be inconsistent with the 

public interest and the protection of 

investors because investors will not be 

harmed and in fact would benefit from 

increased clarity and transparency on 

the Price List, thereby reducing 

potential confusion. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants. The Exchange 

believes its proposal equitably allocates 

its fees among its market participants by 

fostering liquidity provision and 

stability in the marketplace. 

Adding Tiers 

The Exchange believes that the 

proposal to provide additional 

incremental tiered credits for adding 

liquidity to the Exchange in Tape A 

securities is equitable because it would 

encourage additional displayed 

liquidity on the Exchange and because 

market participants benefit from the 

greater amounts of displayed liquidity 

present on the Exchange. The Exchange 

believes that the magnitude of the 

additional credit is not unreasonably 

high compared to the current adding tier 

credits and also relative to the other 

adding tier credits, which range from 

$0.0015 to $0.0031, in comparison to 

the credits paid by other exchanges for 

orders that provide additional step up 

liquidity.14

The Exchange believes the proposed 

rule change would improve market 

quality for all market participants on the 

Exchange and, as a consequence, attract 

more liquidity to the Exchange, thereby 

improving market-wide quality and 

price discovery. Since the proposed 

Adding Tiers would be new, no member 

organization currently qualifies for 

them. The Exchange does not know how 

much order flow member organizations 

choose to route to other exchanges or to 

off-exchange venues. As described 

above, member organizations with 

liquidity-providing orders have a choice 

of where to send those orders. The 

Exchange believes that by offering 

alternate credits for member 

organizations to qualify for a tiered 

credit, more member organizations will 

be able to choose to route their 

liquidity-providing orders to the 

Exchange to qualify for one of the 

proposed credits. However, without 

having a view of member organization’s 

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 directing orders to the 

Exchange in order to qualify for the new 

credits. 

The Exchange believes the proposed 

credits are reasonable as they would 

provide an additional 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 higher credits, 

thereby contributing to depth and 

market quality on the Exchange. The 

proposal neither targets nor will it have 

a disparate impact on any particular 

category of market participant. All 

member organizations would be eligible 

to qualify for the proposed credits if 

they meet the proposed adding liquidity 

requirements for each proposed tier. 

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 would 

provide a lower entry point and revised 

requirements that could allow those 

member organizations to qualify for a 

credit. The proposal will also not 


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Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 32297 

15See https://www.nasdaqtrader.com/

Trader.aspx?id=PSX_Pricing. 

16See https://www.nasdaqtrader.com/ 

Trader.aspx?id=PriceListTrading2. 

adversely impact their ability to qualify 

for other credits provided by the 

Exchange. 

Charges for Removing Liquidity 

The Exchange believes that, for the 

reasons discussed above, the proposed 

changes taken together, will incentivize 

member organizations to send 

additional adding liquidity to achieve 

lower fees when removing liquidity in 

Tape A, B and Tape C securities from 

the Exchange, thereby increasing the 

number of orders that are executed on 

the Exchange, 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 remove 

liquidity in Tape A, B or Tape C 

securities. The proposed change also is 

equitable because it would be consistent 

with the applicable rate on other 

marketplaces. For example, Nasdaq PSX 

provides a fee per share for removing 

liquidity, $0.0028 in Tape A and B 

securities and $0.0029 in Tape C 

securities, if a firm removes 0.065% or 

more of Consolidated Volume; 

otherwise, Nasdaq PSX imposes a 

charge of $0.0030 per share for 

removing liquidity.15 The Exchange 

notes that since the requirement is for 

Tape B and Tape C securities combined, 

member organizations can meet the 

requirement by adding liquidity in 

either Tape B or Tape C securities, or 

both. The Exchange further notes that 

other marketplaces have tiers with 

adding requirements in specific tapes to 

qualify for a rate in securities on another 

tape. For example, to be eligible for a 

$0.0020 adding credit in Tape C 

securities on Nasdaq, firms are required 

to average a minimum of 250,000 shares 

added per day in Tape A or Tape B 

securities (combined); otherwise, the 

Tape C credit for adding liquidity is 

$0.0015.16

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 

reconfiguration of the fees involves the 

introduction of new fees and/or new 

requirements, the Exchange does not 

know how many member organizations 

could qualify for the new remove fees 

based on their current trading profile on 

the Exchange and if they choose to 

direct order flow to the NYSE. 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. 

The Proposal Is Not Unfairly 

Discriminatory 

Adding Tiers 

The Exchange believes it is not 

unfairly discriminatory to provide an 

additional adding tiers and 

corresponding credits as the proposed 

credits would be provided on an equal 

basis to all member organizations that 

add liquidity by meeting the new 

proposed adding tier requirements. For 

the same reason, the Exchange believes 

it is not unfairly discriminatory to 

provide an additional credit of $0.0001 

per share for member organizations that 

meet the proposed tier requirements and 

add a minimum liquidity as a 

percentage of Tape B and Tape C CADV. 

Further, the Exchange believes the 

proposed adding tier credits would 

incentivize member organizations that 

meet the new tiered 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 off-exchange 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 credit is 

reasonable as it would provide an 

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. 

The proposal 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 credit if meet 

the proposed adding liquidity 

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 existing pricing or their ability to 

qualify for other credits provided by the 

Exchange. 

Charges for Removing Liquidity 

The Exchange believes that that 

reconfiguring the charges for member 

organizations that remove liquidity in 

all three tapes will incentivize 

submission of additional liquidity in 

Tape A, B and Tape C securities to a 

public exchange to qualify for the fees 

for removing liquidity, thereby 

promoting price discovery and 

transparency and enhancing order 

execution opportunities for member 

organizations. 

The proposal does not permit unfair 

discrimination because the new rates for 

removing liquidity in Tape A, B and C 

securities would be applied to all 

similarly situated member organizations 

and other market participants, who 

would all be eligible for the same credit 

on an equal basis. Accordingly, no 

member organization already operating 

on the Exchange would be 

disadvantaged by this allocation of fees. 

The Exchange believes it is not unfairly 

discriminatory to provide lower fees for 

removing liquidity as the proposed fee 

and credits would be provided on an 

equal basis to all member organizations 

that remove liquidity by meeting the 

tiered requirements. Further, the 

Exchange believes the proposed fee 

would provide an incentive for member 

organizations to remove additional 

liquidity from the Exchange in Tape A, 

B and C securities. The Exchange also 

believes that the proposed change is not 

unfairly discriminatory because it is 

reasonably related to the value to the 

Exchange’s market quality associated 

with higher volume. As noted, the 

proposed change also is not unfairly 

discriminatory because it would be 

consistent with the applicable rate on 

other marketplaces. 

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. 

Finally, 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. 


lotter on DSK11XQN23PROD with NOTICES1
32298 Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 

17 15 U.S.C. 78f(b)(8). 

18Regulation NMS, 70 FR at 37498–99. 

19 15 U.S.C. 78s(b)(3)(A). 20 17 CFR 240.19b–4(f)(2). 21 15 U.S.C. 78s(b)(2)(B). 

22 17 CFR 200.30–3(a)(12), (59). 

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

2 17 CFR 240.19b–4. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,17 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 Exchange believes 

that the proposed changes 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 organizations. 

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.’’ 18

Intramarket Competition. The 

proposed changes are designed to attract 

additional order flow to the Exchange. 

The Exchange believes that the 

proposed changes would continue to 

incentivize market participants to direct 

displayed and non-displayed order flow 

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. The current and 

proposed fees and 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. As noted, 

the proposal would apply to all 

similarly situated member organizations 

on the same and equal terms, who 

would benefit from the changes on the 

same basis. Accordingly, 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 exchange and offexchange venues if they deem fee levels 

at those 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 with offexchange 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 

can impose any burden on intermarket 

competition. 

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) 19 of the Act and 

subparagraph (f)(2) of Rule 19b–4 20

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) 21 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–2021–35 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–2021–35. 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–2021–35, and 

should be submitted on or before July 8, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–12747 Filed 6–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92152; File No. SR– 

CboeEDGA–2021–015] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

June 11, 2021. 

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 June 9, 

2021, Cboe EDGA Exchange, Inc. (the 


lotter on DSK11XQN23PROD with NOTICES1