Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 35839 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

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

2 17 CFR 240.19b–4. 

this collection of information, as 

modified. No comments were received. 

PBGC is requesting that OMB extend its 

approval (with modifications) for three 

years. An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid OMB 

control number. 

PBGC estimates that it will receive 

170,521 benefit application or 

information forms annually. The total 

annual burden associated with this 

collection of information is estimated to 

be 58,376 hours and an estimated 

$58,682, which is the total average 

maximum cost of notary services for 

participants’ or participants’ spouses’ 

signatures on applicable forms. 

Issued in Washington, DC, by 

Stephanie Cibinic, 

Deputy Assistant General Counsel for 

Regulatory Affairs, Pension Benefit Guaranty 

Corporation. 

[FR Doc. 2021–14440 Filed 7–6–21; 8:45 am] 

BILLING CODE 7709–02–P 

POSTAL REGULATORY COMMISSION 

[Docket Nos. MC2021–106 and CP2021–108] 

New Postal Products 

AGENCY: Postal Regulatory Commission. 

ACTION: Notice. 

SUMMARY: The Commission is noticing a 

recent Postal Service filing for the 

Commission’s consideration concerning 

a negotiated service agreement. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: July 8, 2021. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Docketed Proceeding(s) 

I. Introduction 

The Commission gives notice that the 

Postal Service filed request(s) for the 

Commission to consider matters related 

to negotiated service agreement(s). The 

request(s) may propose the addition or 

removal of a negotiated service 

agreement from the market dominant or 

the competitive product list, or the 

modification of an existing product 

currently appearing on the market 

dominant or the competitive product 

list. 

Section II identifies the docket 

number(s) associated with each Postal 

Service request, the title of each Postal 

Service request, the request’s acceptance 

date, and the authority cited by the 

Postal Service for each request. For each 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern market dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: MC2021–106 and 

CP2021–108; Filing Title: USPS Request 

to Add Priority Mail Contract 709 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: June 30, 2021; Filing 

Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Kenneth R. Moeller; Comments Due: 

July 8, 2021. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2021–14414 Filed 7–6–21; 8:45 am] 

BILLING CODE 7710–FW–P 

RAILROAD RETIREMENT BOARD 

Sunshine Act Meetings 

TIME AND DATE: 10:00 a.m., July 21, 2021. 

PLACE: Members of the public wishing 

to attend the open portion of the 

meeting must submit a written request 

at least 24 hours prior to the meeting to 

receive dial-in information. All requests 

must be sent to SecretarytotheBoard@

rrb.gov. 

STATUS: The initial part of this meeting 

will be open to the public. The rest of 

the meeting will be closed to the public. 

Portions Open to the Public 

(1) Budget Briefing 

(2) Enterprise Risk Management 

(3) Legislative Briefing 

(4) Status of Appeals 

(5) Agency Operations 

Portions Closed to the Public 

(1) Personnel Matter 

CONTACT PERSON FOR MORE INFORMATION: 

Stephanie Hillyard, Secretary to the 

Board, (312) 751–4920. 

Authority: 5 U.S.C. 552b 

Dated: July 2, 2021. 

Stephanie Hillyard, 

Secretary to the Board. 

[FR Doc. 2021–14595 Filed 7–2–21; 4:15 pm] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92300; File No. SR– 

NASDAQ–2021–053] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Exchange’s Transaction Credits and 

Charges at Equity 7, Section 118(a) 

June 30, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 22, 

2021, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 


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35840 Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 

3Pursuant to Equity 4, Rule 4702(b)(14), a 

‘‘Midpoint Extended Life Order’’ is an Order Type 

with a Non-Display Order Attribute that is priced 

at the midpoint between the NBBO and that will 

not be eligible to execute until a minimum period 

of 10 milliseconds has passed after acceptance of 

the Order by the System. 

4As defined in Equity 7, Section 114(g), ‘‘NBBO 

liquidity provided’’ means liquidity provided from 

orders (other than Designated Retail Orders, as that 

term is defined in Equity 7, Section 118), that 

establish the NBBO, and display a quantity of at 

least one round lot at the time of execution. 

5Pursuant to Equity 4, Section 

4758(a)(1)(A)(v)(b), ‘‘RTFY’’ is a routing option 

available for an order that qualifies as a Designated 

Retail Order under which orders check the System 

for available shares only if so instructed by the 

entering firm and are thereafter routed to 

destinations on the System routing table. If shares 

remain unexecuted after routing, they are posted to 

the Nasdaq Book. Once on the Nasdaq Book, should 

the order subsequently be locked or crossed by 

another market center, the Nasdaq System will not 

route the order to the locking or crossing market 

center. RTFY is designed to allow orders to 

participate in the opening, reopening and closing 

process of the primary listing market for a security. 

6Equity 7, Section 118(a) defines ‘‘Consolidated 

Volume’’ to mean the total consolidated volume 

reported to all consolidated transaction reporting 

plans by all exchanges and trade reporting facilities 

during a month in equity securities, excluding 

executed orders with a size of less than one round 

lot. For purposes of calculating Consolidated 

Volume and the extent of a member’s trading 

activity the date of the annual reconstitution of the 

Russell Investments Indexes is excluded from both 

total Consolidated Volume and the member’s 

trading activity. 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s transaction credits and 

charges at Equity 7, Section 118(a), as 

described further below. The text of the 

proposed rule change is available on the 

Exchange’s website at https://

listingcenter.nasdaq.com/rulebook/ 

nasdaq/rules, 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 

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 purpose of the proposed rule 

change is to amend the Exchange’s 

schedule of credits and charges, at 

Equity 7, Section 118(a). Specifically, 

the Exchange proposes to: (1) Add a 

new credit of $0.0028 per share 

executed for members that add at least 

a certain threshold volume of liquidity 

in securities in Tape B; (2) add a new 

credit of $0.0030 per share executed for 

members that add and remove liquidity, 

including adding at least a certain 

threshold volume of liquidity in 

securities in midpoint orders or 

Midpoint Extended Life Orders (‘‘M– 

ELOs’’) 3 for securities in any Tape; (3) 

raise the qualifying threshold for an 

existing credit of $0.00305 per share 

executed for members that add and 

remove liquidity, including a certain 

volume of liquidity in midpoint orders 

or M–ELOs in securities in any Tape; (4) 

add new $0.0026 and $0.0027 per share 

executed credits for members that 

provide liquidity, grow their liquidity 

adding activity relative to a benchmark 

month, and achieve certain ratios of 

NBBO liquidity 4 to displayed liquidity 

provided; (5) add two new 

supplemental credits for certain 

midpoint orders of $0.0001 or $0.0002 

per share executed for members that 

provide at least certain thresholds of 

midpoint liquidity and grow their 

midpoint adding liquidity relative to a 

benchmark month; and (6) amend the 

applicability of two existing charges for 

members with orders that execute upon 

utilizing the ‘‘RTFY’’ routing option.5

New Credit for Adding Liquidity in 

Tape B Securities 

The Exchange proposes to add a new 

credit of $0.0028 per share executed to 

a member with shares of liquidity 

provided in all securities through one or 

more of its Nasdaq Market Center MPIDs 

that represent 0.45% or more of 

Consolidated Volume 6 during the 

month, which includes shares of 

liquidity provided with respect to 

securities that are listed on exchanges 

other than Nasdaq or NYSE (‘‘Tape B 

Securities’’) that represent 0.10% or 

more of Consolidated Volume. 

The Exchange notes that it presently 

offers three similarly structured credits, 

ranging from $0.0029 to $0.0030 per 

share executed, to members with orders 

that add liquidity to the Exchange 

representing more than certain 

threshold percentages of Consolidated 

Volumes (0.625% to 1.25%), including 

shares of liquidity provided with 

respect to securities in Tape B that 

represent at least certain threshold 

percentages of Consolidated Volume 

(0.15% to 0.40%). 

The proposal will add to this series of 

credits a new lower credit for members 

that add corresponding lower threshold 

volumes of liquidity to the Exchange, 

and lower threshold volumes in 

securities in Tape B. In doing so, the 

Exchange intends to expand 

opportunities for participants to receive 

a credit if they add significant liquidity 

to the Exchange, including significant 

liquidity in Tape B. For those members 

that engage in significant liquidity 

adding activity on the Exchange, but do 

not have sufficient activity to qualify for 

the existing credits, the new credit may 

be more readily attainable. If so, then 

such members may seek to qualify for 

the new credit by increasing their 

liquidity adding activity on the 

Exchange. To the extent that they do so, 

the quality of the market will improve, 

to the benefit of all participants. 

New and Amended Credits for Adding 

and Removing Liquidity and Executing 

Midpoint and M–ELO Orders 

The Exchange proposes to add a new 

credit of $0.0030 per share executed to 

a member: (i) With shares of liquidity 

provided in all securities through one or 

more of its Nasdaq Market Center MPIDs 

that represent 0.875% or more of 

Consolidated Volume during the month; 

(ii) that executes 0.25% or more of 

Consolidated Volume during the month 

through providing midpoint orders and 

through MELO; and (iii) that removes at 

least 1.35% of Consolidated Volume 

during the month. 

The proposed new credit will be 

situated between two similarlystructured credits that the Exchange 

presently provides to its members: (1) A 

$0.00295 per share executed credit to a 

member that adds liquidity representing 

0.70% or more of Consolidated Volume 

during the month, executes 0.20% or 

more of Consolidated Volume in 

midpoint and M–ELO Orders, and 

removes at least 1.10% of Consolidated 

Volume during the month; and (2) a 

$0.00305 per share executed credit to a 

member that adds liquidity representing 

1.20% or more of Consolidated Volume 

during the month, executes 0.40% or 

more of Consolidated Volume in 

midpoint and M–ELO Orders, and 

removes at least 1.10% of Consolidated 

Volume during the month. As to the 

$0.00305 credit, the Exchange proposes 


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Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 35841 

to raise the liquidity removal threshold 

from 1.10% to 1.45% of Consolidated 

Volume. 

The Exchange intends for the new 

proposed credit to be more challenging 

for members to achieve than the existing 

$.00295 credit, but not quite as 

challenging to achieve as the $0.00305 

credit. If members that currently qualify 

for $0.00295 credit assess that the new 

$0.0030 credit is readily attainable, 

whereas the $0.00305 is not so, then 

they may increase their liquidity adding 

and removing activities on the Exchange 

to qualify for it, and the quality of the 

market will improve, to the benefit of all 

participants. 

Meanwhile, the proposal to increase 

the liquidity removal requirement for 

the $0.00305 credit from 1.10% to 

1.45% of Consolidated Volume will 

encourage those participants that 

already qualify for the credit to increase 

the extent of their liquidity removal 

activity on the Exchange in order to 

continue to qualify for it. From time to 

time, the Exchange believes it is 

reasonable to recalibrate the criteria for 

credits such as this one to ensure that 

the credits remain appropriately 

challenging for participants to attain in 

light of changes to their levels of activity 

on the Exchange. 

New Growth Tiers for Adding Displayed 

Liquidity 

The Exchange proposes to add two 

new credits that will encourage its 

members to add and grow the extent to 

which they add significant volumes on 

liquidity to the Exchange, including 

liquidity that establishes the NBBO. 

First, the Exchange proposes to provide 

a $0.0026 per share executed credit to 

a member that, through one or more of 

its Nasdaq Market Center MPIDs: (i) 

Provides shares of liquidity in all 

securities that represent equal to or 

greater than 0.15% of Consolidated 

Volume during the month; (ii) increases 

the extent to which it provides liquidity 

in all securities by 20% or more as a 

percentage of Consolidated Volume 

during the month relative to the month 

of May 2021; and (iii) has a ratio of at 

least 50% NBBO liquidity provided to 

liquidity provided by displayed quotes/ 

orders (other than Supplemental Orders 

or Designated Retail Orders) during the 

month. Second, the Exchange proposes 

to provide a higher credit to a member 

that engages in higher levels of this 

same activity. Namely, the Exchange 

proposes to provide a $0.0027 per share 

executed credit to a member that, 

through one or more of its Nasdaq 

Market Center MPIDs: (i) Provides 

shares of liquidity in all securities that 

represent equal to or greater than 0.20% 

of Consolidated Volume during the 

month; (ii) increases the extent to which 

it provides liquidity in all securities by 

35% or more as a percentage of 

Consolidated Volume during the month 

relative to the month of May 2021; and 

(iii) has a ratio of at least 60% NBBO 

liquidity provided to liquidity provided 

by displayed quotes/orders (other than 

Supplemental Orders or Designated 

Retail Orders) during the month. 

Again, the Exchange intends for these 

new credits to improve market quality 

by encouraging members to add 

significant volumes of liquidity during 

the month, by growing such activity 

over time, and by providing liquidity 

that is valued by participants because it 

sets the NBBO. 

Supplemental Credits for Midpoint 

Orders 

The Exchange proposes to provide 

two new supplemental credits for 

midpoint orders (excluding buy (sell) 

orders with Midpoint pegging that 

receive an execution price that is lower 

(higher) than the midpoint of the NBBO) 

that provide liquidity to the Exchange. 

These credits will be in addition to 

other credits otherwise available to 

members for adding non-displayed 

liquidity to the Exchange, but a 

member’s activity will qualify it to 

receive only one of the two new 

supplemental credits at a time, meaning 

that they are not cumulative. 

Additionally, members that receive a 

supplemental credit will be entitled to 

a combined credit (regular and 

supplemental) up to a maximum of 

$0.0027 per share executed, meaning 

that if a member is entitled to a regular 

credit of $0.0026 per share executed as 

well as the $0.002 [sic] per share 

executed supplemental credit, the total 

combined credit provided to the 

member will be $0.0027 per share 

executed, rather than the full $0.0028 

per share executed. 

Specifically, the Exchange proposes to 

provide supplemental credits for 

midpoint orders (excluding buy (sell) 

orders with Midpoint pegging that 

receive an execution price that is lower 

(higher) than the midpoint of the NBBO) 

as follows: (1) $0.0001 per share 

executed if the member, during the 

month (i) provides at least 15 million 

shares of midpoint liquidity per day 

during the month; and (ii) increases 

providing liquidity through midpoint 

orders by 10% or more relative to the 

member’s May 2021 average daily 

volume provided through midpoint 

orders; or (2) $0.0002 per share executed 

if the member, during the month (i) 

provides at least 15 million shares of 

midpoint liquidity per day during the 

month; and (ii) increases providing 

liquidity through midpoint orders by 

30% or more relative to the member’s 

May 2021 average daily volume 

provided through midpoint orders. 

The purpose of these new credits is to 

provide extra incentives to members 

that provide non-displayed liquidity to 

the Exchange to do so through midpoint 

orders, as well as to grow substantially 

the extent to which they provide 

midpoint orders to the Exchange 

relative to a recent benchmark month. 

The Exchange believes that if such 

incentives are effective, then any 

ensuing increase in midpoint liquidity 

to the Exchange will once again improve 

market quality, to the benefit of all 

participants. 

The Exchange notes that it proposes 

to cap combined regular and 

supplemental credits at $0.0027 per 

share executed to manage the costs to 

the Exchange of providing these 

incentives. The Exchange has only 

limited resources available to it for 

incentive programs, and it must ensure 

that it allocates such resources 

appropriately to optimize their intended 

impacts. 

Amend Applicability of Existing 

Charges for Routed Orders Using RTFY 

Additionally, the Exchange proposes 

to amend the applicability of two of its 

existing transaction fees. First, it 

proposes to amend the existing $0.0030 

per share executed fee that it assesses to 

members that use the RTFY order 

routing option to execute orders which 

remove more than 4 million shares of 

liquidity from the Exchange or execute 

in a venue with a protected quotation 

under Regulation NMS other than 

Nasdaq. Second, it proposes to amend 

the $0.00 per share executed fee that it 

applies to members that use the RTFY 

order routing option to execute orders 

which remove up to 4 million shares of 

liquidity from the Exchange or execute 

in a venue with a protected quotation 

under Regulation NMS other than 

Nasdaq. The Exchange proposes to 

amend these charges by stating that it 

will not count RTFY-routed shares that 

execute in so-called ‘‘taker-maker’’ 

venues when it calculates whether a 

member has exceeded the 4 million 

share threshold that applies to both 

charges. The Exchange also proposes to 

exclude taker-maker RTFY executions 

from any fees that a member incurs for 

RTFY executions to the extent that the 

member exceeds the 4 million share 

threshold through executions at nontaker-maker venues. 

The Exchange proposes to exclude 

RTFY-routed shares executed at takermaker venues from the fee qualification 


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35842 Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(4) and (5). 

9NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 

2010) (quoting Securities Exchange Act Release No. 

59039 (December 2, 2008), 73 FR 74770, 74782–83 

(December 9, 2008) (SR–NYSEArca–2006–21)). 

10Securities Exchange Act Release No. 51808 

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

(‘‘Regulation NMS Adopting Release’’). 

calculations and from the fees 

themselves because taker-maker venues 

typically do not charge fees to Nasdaq 

for RTFY to access their liquidity, 

whereas maker-taker venues do so. In 

other words, the Exchange charges a fee 

to participants that use RTFY to execute 

large volumes of shares at venues other 

than Nasdaq to help Nasdaq to recover 

the costs it incurs for when such shares 

access liquidity at maker-taker venues. 

Because taker-maker venues do not 

contribute substantially to Nasdaq’s 

RTFY routing costs, Nasdaq believes 

that it is reasonable to exclude RTFY 

shares that execute on taker-maker 

venues from Nasdaq’s determination as 

to whether a participant’s RTFY activity 

during a month meets the 4 million 

share threshold to incur the $0.0030 per 

share executed fee. For the same reason, 

it is also reasonable to exclude RTFY 

shares executed on taker-maker venues 

from any RTFY execution fees otherwise 

incurred. 

2. Statutory Basis 

The Exchange believes that its 

proposals are consistent with Section 

6(b) of the Act,7 in general, and further 

the objectives of Sections 6(b)(4) and 

6(b)(5) of the Act,8 in particular, in that 

they provide for the equitable allocation 

of reasonable dues, fees and other 

charges among members and issuers and 

other persons using any facility, and are 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

proposals are also consistent with 

Section 11A of the Act relating to the 

establishment of the national market 

system for securities. 

The Proposals Are Reasonable 

The Exchange’s proposals are 

reasonable in several respects. As a 

threshold matter, the Exchange is 

subject to significant competitive forces 

in the market for equity securities 

transaction services that constrain its 

pricing determinations in that market. 

The fact that this market is competitive 

has long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’ 9

The Commission and the courts have 

repeatedly expressed their preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, while 

adopting a series of steps to improve the 

current market model, 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.’’ 10

Numerous indicia demonstrate the 

competitive nature of this market. For 

example, clear substitutes to the 

Exchange exist in the market for equity 

security transaction services. The 

Exchange is only one of several equity 

venues to which market participants 

may direct their order flow. Competing 

equity exchanges offer similar tiered 

pricing structures to that of the 

Exchange, including schedules of 

rebates and fees that apply based upon 

members achieving certain volume 

thresholds. 

Within this environment, market 

participants can freely and often do shift 

their order flow among the Exchange 

and competing venues in response to 

changes in their respective pricing 

schedules. Within the foregoing context, 

the proposals represent reasonable 

attempts by the Exchange to increase its 

liquidity and market share relative to its 

competitors. 

The Exchange believes that it is 

reasonable to establish new transaction 

credits, at Equity 7, Section 118(a), 

because each of these new credits will 

encourage the addition of and/or growth 

in the addition of various types of 

displayed and non-displayed liquidity 

to the Exchange, including M–ELO, 

midpoint, Tape B securities, and NBBOsetting liquidity, as well as the removal 

of liquidity in one instance. 

First, the proposed new credit of 

$0.0028 per share executed—which will 

apply to members that add liquidity 

representing 0.45% or more of 

Consolidated Volume during the month, 

and add shares of liquidity in Tape B 

Securities of 0.10% or more of 

Consolidated Volume—will provide a 

new opportunity to members to earn a 

credit for providing significant volumes 

of liquidity to the Exchange without 

having to meet the more stringent 

qualifying criteria that apply to existing 

similarly-structured $0.00295 and 

$0.0030 per share credits. Similarly, the 

proposed new credit of $0.0030 per 

share executed—which will apply to 

members that (i) add liquidity to the 

Exchange representing 0.875% or more 

of Consolidated Volume during the 

month, (ii) execute 0.25% or more of 

Consolidated Volume during the month 

in providing midpoint or M–ELO 

Orders, and (iii) remove from the 

Exchange liquidity representing at least 

1.35% of Consolidated Volume during 

the month—will encourage members 

that currently qualify for an existing 

$0.00295 per share executed credit for 

providing a significant amount of 

liquidity to the Exchange, including 

midpoint and M–ELO orders, and for 

removing a significant amount of 

liquidity from the Exchange, to further 

increase the extent of these activities on 

the Exchange to earn a higher $0.0030 

credit, particularly if they deem the 

criteria for the new credit to be more 

readily achievable than are the criteria 

to qualify for the existing $0.00305 per 

share executed credit. 

Meanwhile, the proposal to increase 

the liquidity removal requirement for 

the $0.00305 credit from 1.10% to 

1.45% of Consolidated Volume will 

encourage those participants that 

already qualify for the credit to increase 

the extent of their liquidity removal 

activity on the Exchange in order to 

continue to qualify for it. From time to 

time, the Exchange believes it is 

reasonable to recalibrate the criteria for 

credits such as this one to ensure that 

the credits remain appropriately 

challenging for participants to attain in 

light of changes to their levels of activity 

on the Exchange. 

It is also reasonable for the Exchange 

to establish $0.0026 and $0.0027 per 

share executed credits to members that: 

(i) Provide liquidity greater than certain 

threshold percentages of Consolidated 

Volume during the month; (ii) increase 

their liquidity providing activity in all 

securities by specified percentages of 

Consolidated Volume during the month 

relative to the month of May 2021; and 

(iii) achieve specified ratios of NBBO 

liquidity provided to liquidity provided 

by displayed quotes/orders (other than 

Supplemental Orders or Designated 

Retail Orders) during the month. These 

two new credits will encourage its 

members to add and grow the extent to 

which they add significant volumes of 


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Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 35843 

liquidity to the Exchange, including 

liquidity that establishes the NBBO. 

Next, the Exchange believes it is 

reasonable to establish two new 

supplemental credits for midpoint 

orders (other than buy (sell) orders with 

Midpoint Pegging that receive execution 

prices that are lower (higher) than the 

midpoint of the NBBO) as follows: (1) 

$0.0001 per share executed if the 

member, during the month (i) provides 

at least 15 million shares of midpoint 

liquidity per day during the month; and 

(ii) increases providing liquidity 

through midpoint orders by 10% or 

more relative to the member’s May 2021 

average daily volume provided through 

midpoint orders; or (2) $0.0002 per 

share executed if the member, during 

the month (i) provides at least 15 

million shares of midpoint liquidity per 

day during the month; and (ii) increases 

providing liquidity through midpoint 

orders by 30% or more relative to the 

member’s May 2021 average daily 

volume provided through midpoint 

orders. These proposals are reasonable 

because they will provide extra 

incentives to members that provide nondisplayed liquidity to the Exchange to 

do so through midpoint orders, as well 

as to grow substantially the extent to 

which they provide midpoint orders to 

the Exchange relative to a recent 

benchmark month. The Exchange 

believes that if such incentives are 

effective, then any ensuing increase in 

midpoint liquidity to the Exchange will 

once again improve market quality, to 

the benefit of all participants. 

The Exchange believes that it is 

reasonable to exclude from the 

supplemental credits orders with 

Midpoint Pegging which execute at 

prices less aggressive than the midpoint 

of the NBBO because such orders 

already receive price improvements, 

such that members do not require 

additional inducements to enter these 

orders on the Exchange. 

Furthermore, the Exchange believes 

that it is reasonable to cap the amount 

of combined regular and supplemental 

credits it proposes to offer members 

under this program to $0.0027 per share 

executed. This cap will allow the 

Exchange to manage its costs of 

providing these incentives. The 

Exchange has only limited resources 

available to it for incentive programs, 

and it must ensure that it allocates such 

resources appropriately to optimize 

their intended impacts. 

Finally, the Exchange believes that it 

is reasonable to exclude RTFY-routed 

shares that are executed at taker-maker 

venues from its calculations for 

determining whether RTFY participants 

will incur a $0.0030 per share executed 

fee when their shares execute at away 

venues as well as from the fee itself, to 

the extent it is otherwise applicable to 

a member. Taker-maker venues typically 

do not charge fees to Nasdaq for RTFY 

to access their liquidity, whereas makertaker venues do so. The Exchange 

charges a fee to participants that use 

RTFY to execute large volumes of shares 

at venues other than Nasdaq to help 

Nasdaq to recover the costs it incurs for 

such shares to access liquidity at makertaker venues. Because taker-maker 

venues do not contribute substantially 

to Nasdaq’s RTFY routing costs, Nasdaq 

believes that it is reasonable to exclude 

RTFY shares that execute on takermaker venues from Nasdaq’s 

determination as to whether a 

participant’s RTFY activity during a 

month meets the 4 million share 

threshold to incur the $0.0030 per share 

executed fee. For the same reason, it is 

also reasonable to exclude RTFY shares 

executed on taker-maker venues from 

any RTFY execution fees otherwise 

incurred. 

The Exchange notes that those market 

participants that are dissatisfied with 

the proposals are free to shift their order 

flow to competing venues that offer 

more generous pricing or less stringent 

qualifying criteria. 

The Proposals Are Equitable Allocations 

of Credits 

The Exchange believes that it is an 

equitable allocation to establish new 

transaction credits and otherwise 

modify the eligibility requirements for 

its transaction credits because the 

proposals will encourage members to 

increase the extent to which they add 

liquidity to or remove liquidity from the 

Exchange. To the extent that the 

Exchange succeeds in increasing the 

levels of liquidity addition or removal 

activity on the Exchange, including in 

categories of liquidity for which there is 

an observed need or demand, such as 

midpoint, M–ELO, and Tape B 

securities, and NBBO-setting liquidity, 

then the Exchange will experience 

improvements in its market quality, 

which stands to benefit all market 

participants. The Exchange also believes 

it is equitable to recalibrate existing 

criteria for its credits to ensure that the 

credits remain appropriately 

challenging for participants to attain in 

light of changes to their levels of activity 

on the Exchange. 

Finally, the Exchange believes that it 

is equitable to exclude RTFY-routed 

shares that are executed at taker-maker 

venues from the Exchange’s 

determinations as to whether RTFY 

participants will incur a $0.0030 per 

share executed fee when their shares 

execute at away venues, as well as from 

the fee itself, to the extent that it is 

otherwise applicable to a member. 

Taker-maker venues typically do not 

charge fees to Nasdaq for RTFY to 

access their liquidity, whereas makertaker venues do so. Because taker-maker 

venues do not contribute substantially 

to Nasdaq’s RTFY routing costs, which 

the $0.0030 fee exists to defray, Nasdaq 

believes that it is equitable to exclude 

shares that execute on taker-maker 

venues from Nasdaq’s determination as 

to whether a participant’s RTFY activity 

during a month meets the 4 million 

share threshold to incur the $0.0030 per 

share executed fee. For the same reason, 

it is also equitable to exclude RTFY 

shares executed on taker-maker venues 

from any RTFY execution fees otherwise 

incurred. 

Any participant that is dissatisfied 

with the proposals is free to shift their 

order flow to competing venues that 

provide more generous pricing or less 

stringent qualifying criteria. 

The Proposals Are Not Unfairly 

Discriminatory 

The Exchange believes that its 

proposals are not unfairly 

discriminatory. As an initial matter, the 

Exchange believes that nothing about its 

volume-based tiered pricing model is 

inherently unfair; instead, it is a rational 

pricing model that is well-established 

and ubiquitous in today’s economy 

among firms in various industries—from 

co-branded credit cards to grocery stores 

to cellular telephone data plans—that 

use it to reward the loyalty of their best 

customers that provide high levels of 

business activity and incent other 

customers to increase the extent of their 

business activity. It is also a pricing 

model that the Exchange and its 

competitors have long employed with 

the assent of the Commission. It is fair 

because it incentivizes customer activity 

that increases liquidity, enhances price 

discovery, and improves the overall 

quality of the equity markets. 

The Exchange believes that its 

proposals to adopt new credits or 

otherwise amend the qualifying criteria 

for its transaction credits are not 

unfairly discriminatory because these 

credits are available to all members. 

Moreover, these proposals stand to 

improve the overall market quality of 

the Exchange, to the benefit of all 

market participants, by incentivizing 

members to increase the extent of their 

liquidity adding or removal activity on 

the Exchange, including in categories of 

liquidity for which there is an observed 

need or demand, such as midpoint, M– 

ELO, and Tape B securities, and NBBOsetting liquidity. The Exchange also 


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35844 Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 

11 15 U.S.C. 78s(b)(3)(A)(ii). 

believes it is not unfairly discriminatory 

to recalibrate existing criteria for its 

credits to ensure that the credits remain 

appropriately challenging for 

participants to attain in light of changes 

to their levels of activity on the 

Exchange. 

Meanwhile, the Exchange’s proposal 

is not unfairly discriminatory to exclude 

RTFY-routed shares that are executed at 

taker-maker venues from the Exchange’s 

determination as to whether RTFY 

participants will incur a $0.0030 per 

share executed fee when their shares 

execute at away venues, as well as from 

the fee itself, to the extent it is otherwise 

applicable to a member. Although the 

proposal stands to benefit RTFY 

participants that execute large volumes 

of shares at taker-maker venues, insofar 

as such participants will no longer stand 

to pay a routing fee because of such 

execution activity, the Exchange 

believes it is fair to provide this benefit 

because taker-maker venues typically do 

not charge fees to Nasdaq for RTFY to 

access their liquidity, whereas makertaker venues do so. Because taker-maker 

venues do not contribute substantially 

to Nasdaq’s RTFY routing costs, which 

the $0.0030 fee exists to defray, Nasdaq 

believes that it is fair to exclude shares 

that execute on taker-maker venues from 

Nasdaq’s determination as to whether a 

participant’s RTFY activity during a 

month meets the 4 million share 

threshold to incur the $0.0030 per share 

executed fee. For the same reason, it is 

also not unfairly discriminatory to 

exclude RTFY shares executed on takermaker venues from any RTFY execution 

fees otherwise incurred. 

Any participant that is dissatisfied 

with the proposals is free to shift their 

order flow to competing venues that 

provide more generous pricing or less 

stringent qualifying criteria. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition 

The Exchange does not believe that its 

proposals will place any category of 

Exchange participant at a competitive 

disadvantage. 

As noted above, Nasdaq’s proposals to 

add and amend its transaction credits 

are intended to have market-improving 

effects, to the benefit of all members. 

Any member may elect to achieve the 

levels of liquidity required in order to 

qualify for the new or amended credits. 

Likewise, the Exchange’s proposal 

will not duly burden competition to 

exclude RTFY-routed shares that are 

executed at taker-maker venues from the 

Exchange’s determinations as to 

whether RTFY participants will incur a 

$0.0030 per share executed routing fee, 

and from the fee itself, to the extent that 

it is otherwise applicable to a member. 

Although the proposal stands to benefit 

RTFY participants that execute large 

volumes of shares at taker-maker 

venues, insofar as such participants will 

no longer stand to pay a routing fee 

because of such execution activity, the 

Exchange believes it is fair to provide 

this benefit because taker-maker venues 

typically do not charge fees to Nasdaq 

for RTFY to access their liquidity, 

whereas maker-taker venues do so. 

Because taker-maker venues do not 

substantially contribute to Nasdaq’s 

RTFY routing costs, which the $0.0030 

fee exists to defray, Nasdaq believes that 

it is fair to exclude shares that execute 

on taker-maker venues from Nasdaq’s 

determination as to whether a 

participant’s RTFY activity during a 

month meets the 4 million share 

threshold to incur the $0.0030 per share 

executed fee. For the same reason, it is 

also fair to exclude RTFY shares 

executed on taker-maker venues from 

any RTFY execution fees otherwise 

incurred. 

The Exchange notes that its members 

are free to trade on other venues to the 

extent they believe that the proposed 

qualification criteria for or amounts of 

these credits or fees are not attractive. 

As one can observe by looking at any 

market share chart, price competition 

between exchanges is fierce, with 

liquidity and market share moving 

freely between exchanges in reaction to 

fee and credit changes. The Exchange 

notes that its pricing tier structure is 

consistent with broker-dealer fee 

practices as well as the other industries, 

as described above. 

Intermarket Competition 

In terms of inter-market competition, 

the Exchange notes that it operates in a 

highly competitive market 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 

credits and fees to remain competitive 

with other exchanges and with 

alternative trading systems that have 

been exempted from compliance with 

the statutory standards applicable to 

exchanges. Because competitors are free 

to modify their own credits and fees in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

believes that the degree to which credit 

or fee changes in this market may 

impose any burden on competition is 

extremely limited. 

The proposed new and amended 

credits and fees are reflective of this 

competition because, even as one of the 

largest U.S. equities exchanges by 

volume, the Exchange has less than 20% 

market share, which in most markets 

could hardly be categorized as having 

enough market power to burden 

competition. Moreover, as noted above, 

price competition between exchanges is 

fierce, with liquidity and market share 

moving freely between exchanges in 

reaction to fee and credit changes. This 

is in addition to free flow of order flow 

to and among off-exchange venues 

which comprises upwards of 44% of 

industry volume. 

The Exchange’s proposals to add new 

and amend its transaction credits are 

pro-competitive in that the Exchange 

intends for them to increase liquidity 

addition or removal activity on the 

Exchange, thereby rendering the 

Exchange a more attractive and vibrant 

venue to market participants. 

Meanwhile, the Exchange’s proposal to 

exclude from the RTFY routing fees and 

fee calculation shares executed in takermaker venues is pro-competitive in that 

it will render the Exchange’s RTFY 

routing option more attractive to 

participants. 

In sum, if the changes proposed 

herein are unattractive to market 

participants, it is likely that the 

Exchange will lose market share as a 

result. Accordingly, the Exchange does 

not believe that the proposed changes 

will impair the ability of members or 

competing order execution venues to 

maintain their competitive standing in 

the financial markets. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.11

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 


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Federal Register / Vol. 86, No. 127 / Wednesday, July 7, 2021 / Notices 35845 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5BYX’s affiliated exchanges are the Cboe BZX 

Exchange, Inc. (‘‘BZX’’), Cboe EDGA Exchange, Inc. 

(‘‘EDGA’’), and Cboe EDGX Exchange, Inc. 

(‘‘EDGX’’, and together with BZX, BYX, and EDGA, 

the ‘‘Cboe Equity Exchanges’’). See Securities 

Exchange Act Release No. 73918 (December 23, 

2014), 79 FR 78920 (December 31, 2014) (File Nos. 

SR–EDGX–2014–25; SR–EDGA–2014–25; SR– 

BATS–2014–055; SR–BYX–2014–030) (Notice of 

Amendments No. 2 and Order Granting Accelerated 

Approval to Proposed Rule Changes, as Modified by 

Amendments Nos. 1 and 2, to Establish a New 

Market Data Product called the Cboe (formerly Bats) 

One Feed) (‘‘Cboe One Approval Order’’). 

6For securities listed on Cboe BZX Exchange, Inc. 

(‘‘BZX’’), the Cboe One Opening Price shall be the 

BZX Official Opening Price as defined in BZX Rule 

11.23(a)(5) and the Cboe One Closing Price shall be 

the BZX Official Closing Price as defined in BZX 

Rule 11.23(a)(3). For securities not listed on BZX, 

the Cboe One Opening Price shall be the first last 

sale eligible trade that occurred on the Exchange or 

any of its affiliates after 9:30 a.m. Eastern Time, and 

the Cboe One Closing Price shall be the final last 

sale eligible trade to occur on the Exchange or any 

of its affiliates prior to 4:00 p.m. Eastern Time. See 

Exchange Rule 11.22(i). 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2021–053 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–NASDAQ–2021–053. 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–NASDAQ–2021–053 and 

should be submitted on or before July 

28, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14388 Filed 7–6–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92301; File No. SRCboeBYX–2021–014] 

Self-Regulatory Organizations; Cboe 

BYX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend the 

Content of the Cboe One Feed Under 

Rule 11.22(i) To Identify the Current 

Day Consolidated High and Low Prices 

June 30, 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 17, 

2021, Cboe BYX Exchange, Inc. (the 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BYX Exchange, Inc. (‘‘BYX’’ or 

the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to amend the content of the Cboe 

One Feed under Rule 11.22(i) to identify 

the current day consolidated high and 

low prices. The text of the proposed rule 

change is provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

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

equities/regulation/rule_filings/byx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to enhance 

the content of the Cboe One Feed under 

Rule 11.22(i) to identify the current day 

consolidated high and low price for all 

listed equity securities. 

The Cboe One Feed is a data feed that 

disseminates, on a real-time basis, the 

aggregate best bid and offer (‘‘BBO’’) of 

all displayed orders for securities traded 

on BYX and its affiliated exchanges.5

Among other things, the Cboe One Feed 

also includes consolidated volume for 

all listed equity securities regardless of 

where the transaction was executed, the 

Cboe One Opening Price and the Cboe 

One Closing Price,6 and the primary 

listing market’s official opening and 

closing price. 

Now, in addition to the information 

currently provided in the Cboe One 

Feed, the Exchange is proposing to 


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