40108 Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 

38 15 U.S.C. 78s(b)(3)(A)(ii). 

39 17 CFR 240.19b–4(f)(2). 

40 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. 

4See Rules 1.1(h) (definition of ETP) & (i) 

(definition of ETP Holder). 

trading opportunities and tighter 

spreads. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,38 and Rule 

19b–4(f)(2) 39 thereunder. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2021–34 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–MIAX–2021–34. 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–MIAX–2021–34, and 

should be submitted on or before 

August 16, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.40

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15809 Filed 7–23–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92446; File No. SR– 

NYSENAT–2021–15] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Its Rules To 

Add New Subparagraph (i)(4) to Rule 

7.31 

July 20, 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 July 6, 

2021, NYSE National, Inc. (‘‘NYSE 

National’’ 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 its rules to 

add new subparagraph (i)(4) to Rule 

7.31 (Orders and Modifiers) regarding 

orders designated as ‘‘Retail Orders.’’ 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

rules to add new subparagraph (i)(4) to 

Rule 7.31 (Orders and Modifiers) to add 

a description of a Retail Order modifier. 

Proposed Rule Change 

The Exchange proposes to amend 

Rule 7.31 to add new subparagraph 

(i)(4) to provide for ETP Holders 4 to 

designate an order with a retail modifier 

(‘‘Retail Order’’). The Exchange 

proposes that the new ‘‘Retail Order’’ 

modifier would be used only for 

purposes of such orders being eligible 

for different rates on its Schedule of 

Fees and Rebates (‘‘Fee Schedule’’), and 

is not proposing to add a retail priceimprovement program for orders 

designated as ‘‘Retail Orders’’ pursuant 

to proposed Rule 7.31(i)(4). Instead, by 

adding the proposed Retail Modifier to 

proposed Rule 7.31(i)(4) now, the 

Exchange will have flexibility in the 

future to amend its Fee Schedule to add 

rates designated for ‘‘Retail Orders.’’ 


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Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 40109 

5See Securities Exchange Act Release Nos. 92254 

(June 24, 2021) (SR–NYSEAMER–2021–31) 

(approving the addition of ‘‘retail’’ order modifier 

at NYSE American Rule 7.31E(i)(4)); 72253 (May 27, 

2014), 79 FR 31353 (June 2, 2014) (SR–NYSE–2014– 

26) (approving the addition of ‘‘retail’’ order 

modifier at NYSE Rule 13(f)); and 67540 (July 30, 

2012), 77 FR 46539 (August 3, 2012) (SR– 

NYSEArca–2012–77) (approving the addition of 

‘‘retail’’ order modifier on NYSE Arca). These 

requirements are distinct from, but related to, the 

requirements for a ‘‘Retail Order’’ on the Retail 

Liquidity Programs available on NYSE and NYSE 

Arca. See NYSE Rule 7.44 and NYSE Arca Rule 

7.44–E. The Exchange does not offer a ‘‘Retail 

Liquidity Program.’’ 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8As noted above (see supra note 5), the proposed 

changes are based not on the Retail Liquidity 

Programs available on NYSE and NYSE Arca, but 

on the availability of retail fees on those exchanges 

for orders properly designated as ‘‘retail’’ orders. 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

Proposed Modifier for ‘‘Retail Orders’’ 

To define ‘‘Retail Orders,’’ the 

Exchange proposes to amend Rule 7.31 

(Orders and Modifiers) to add a new 

subsection (i)(4), titled ‘‘Retail 

Modifier’’ to establish requirements for 

Retail Orders on the Exchange. These 

requirements are based on the 

requirements to enter orders with 

‘‘retail’’ modifiers for purposes of rates 

available for such orders on the 

Exchange’s affiliates, NYSE American 

LLC (‘‘NYSE American’’), New York 

Stock Exchange, LLC (‘‘NYSE’’), and 

NYSE Arca, Inc. (‘‘NYSE Arca’’).5

Proposed Rule 7.31(i)(4)(A) would 

define ‘‘Retail Order’’ as an agency order 

or a riskless principal order that meets 

the criteria of FINRA Rule 5320.03 that 

originates from a natural person and is 

submitted to the Exchange by an ETP 

Holder, provided that no change is 

made to the terms of the order with 

respect to price or side of market and 

the order does not originate from a 

trading algorithm or any other 

computerized methodology. This 

proposed rule is based on NYSE 

American Rule 7.31E(i)(4)(A) without 

any differences. 

Proposed Rule 7.31(i)(4)(B) would 

specify that in order for an ETP Holder 

to access the proposed Retail Order 

pricing, the ETP Holder would be 

required to designate an order as a 

Retail Order in the form and/or manner 

prescribed by the Exchange. This 

proposed rule is based on NYSE 

American Rule 7.31E(i)(4)(B) without 

any differences. 

Proposed Rule 7.31(i)(4)(C) would 

specify that in order to submit a Retail 

Order, an ETP Holder must submit an 

attestation, in a form prescribed by the 

Exchange, that substantially all orders 

designated as ‘‘Retail Orders’’ would 

meet the requirements set out in the 

definition above. This proposed rule is 

based on NYSE American Rule 

7.31E(i)(4)(C) without any differences. 

Proposed Rule 7.31(i)(4)(D) would 

specify that an ETP Holder must have 

written policies and procedures 

reasonably designed to assure that it 

would only designate orders as ‘‘Retail 

Orders’’ if all requirements of a Retail 

Order are met. Such written policies 

and procedures must require the ETP 

Holder to (i) exercise due diligence 

before entering a Retail Order to assure 

that entry as a Retail Order is in 

compliance with the requirements 

specified by the Exchange, and (ii) 

monitor whether orders entered as 

Retail Orders meet the applicable 

requirements. If an ETP Holder 

represents Retail Orders from another 

broker-dealer customer, the ETP 

Holder’s supervisory procedures must 

be reasonably designed to assure that 

the orders it receives from such brokerdealer customer that it designates as 

Retail Orders meet the definition of a 

Retail Order. The ETP Holder must (i) 

obtain an annual written representation, 

in a form acceptable to the Exchange, 

from each broker-dealer customer that 

sends it orders to be designated as Retail 

Orders that entry of such orders as 

Retail Orders would be in compliance 

with the requirements specified by the 

Exchange, and (ii) monitor whether its 

broker-dealer customer’s Retail Order 

flow continues to meet the applicable 

requirements. This proposed rule is 

based on NYSE American Rule 

7.31E(i)(4)(D) without any differences. 

Proposed Rule 7.31(i)(4)(E) would 

specify that an ETP Holder that fails to 

abide by the requirements specified in 

paragraphs (i)(4)(A)–(D) of Rule 7.31 

would not be eligible for the Retail 

Order rates for orders it designates as 

‘‘Retail Orders.’’ This proposed rule is 

based on NYSE American Rule 

7.31E(i)(4)(E) without any differences. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

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

furthers the objectives of Sections 

6(b)(5) of the Act,7 in particular, because 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and because it is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that the 

proposed amendment to Rule 7.31(i) to 

add a Retail Modifier would remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system because 

the proposed requirements are based on 

existing requirements for orders 

designated as ‘‘retail’’ on NYSE 

American, NYSE, and NYSE Arca for 

purposes of fees and credits on those 

exchanges, and therefore are not novel. 

In addition, the proposed designation, 

attestation, and written policies and 

procedures are also based on existing 

procedures for similarly-defined orders 

on NYSE American, NYSE, and NYSE 

Arca, and therefore are not novel.8 The 

Exchange believes that the proposed 

requirements to submit attestations and 

to maintain written policies and 

procedures are not unfairly 

discriminatory, because they would 

apply equally to all ETP Holders that 

seek to enter Retail Orders. 

The Exchange further believes that 

adding the proposed Retail Modifier to 

its rules in advance of amending its Fee 

Schedule to add rates for Retail Orders 

would remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system because by adding the Retail 

Modifier now, the Exchange will have 

more flexibility in the future to amend 

its Fee Schedule to add rates specific to 

Retail Orders pursuant to a proposed 

rule change filed under Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(2) 10 thereunder. 

The proposed retail modifier for 

purposes of providing different rates for 

‘‘Retail Orders’’ is also based in part on 

the availability of such modifiers on the 

Nasdaq Stock Market LLC (‘‘Nasdaq’’) 

and Cboe EDGX Exchange, Inc. 

(‘‘EDGX’’), which both offer pricing for 

orders designated as ‘‘retail’’ under their 

respective rules, even in the absence of 

a retail price improvement program. For 

example, Nasdaq defines the term 

‘‘Designated Retail Order’’ on its Price 

List as: 

[A]n agency or riskless principal order 

that meets the criteria of FINRA Rule 

5320.03 and that originates from a 

natural person and is submitted to 

Nasdaq by a member that designates it 

pursuant to this section, provided that 

no change is made to the terms of the 

order with respect to price or side of 

market and the order does not originate 


jbell on DSKJLSW7X2PROD with NOTICES
40110 Federal Register / Vol. 86, No. 140 / Monday, July 26, 2021 / Notices 

11Nasdaq Equity 7, section 118; see also Cboe 

EDGX Rule 11.21 (defining ‘‘Retail Order’’ and 

establishing attestation requirement to access 

preferential pricing for such orders). 

12 15 U.S.C. 78f(b)(8). 

13See supra notes 5, 11. 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 16 17 CFR 200.30–3(a)(12). 

from a trading algorithm or any other 

computerized methodology. An order 

from a ‘‘natural person’’ can include 

orders on behalf of accounts that are 

held in a corporate legal form—such as 

an Individual Retirement Account, 

Corporation, or a Limited Liability 

Company—that has been established for 

the benefit of an individual or group of 

related family members, provided that 

the order is submitted by an individual. 

Members must submit a signed written 

attestation, in a form prescribed by 

Nasdaq, that they have implemented 

policies and procedures that are 

reasonably designed to ensure that 

substantially all orders designated by 

the member as ‘‘Designated Retail 

Orders’’ comply with these 

requirements. Orders may be designated 

on an order by-order basis, or by 

designating all orders on a particular 

order entry port as Designated Retail 

Orders.11

Nasdaq does not have a corresponding 

definition of ‘‘Designated Retail Order’’ 

in its trading rules. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,12 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, the 

Exchange believes that the proposed 

rule change would promote competition 

because it is based on the availability of 

similar ‘‘retail’’ modifiers on NYSE 

American, NYSE, NYSE Arca, Nasdaq, 

and EDGX. More specifically, multiple 

other cash equity exchanges offer 

pricing for orders designated as ‘‘retail’’ 

orders, even in the absence of a retail 

price improvement program on those 

exchanges.13 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 

providing the Exchange with the 

flexibility to amend its Fee Schedule to 

similarly provide pricing for orders 

designated as Retail Orders. 

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 

Because the foregoing proposed rule 

change does not (i) significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and; (iii) 

become operative for 30 days from the 

date on which it was filed, or such 

shorter time as the Commission may 

designate, it has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 14 and Rule 19b–4(f)(6) 15

thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSENAT–2021–15 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–NYSENAT–2021–15. 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–NYSENAT–2021–15 and 

should be submitted on or before 

August 16, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15822 Filed 7–23–21; 8:45 am] 

BILLING CODE 8011–01–P 


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