Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices 43279 

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. 

3Exchange Rule 2614(g)(3)(A) defines a Short 

Sale Period as the time when ‘‘a short sale price test 

restriction under Rule 201 of Regulation SHO’’ is 

in effect. 17 CFR 242.201. 

4See Exchange Rule 2614(c)(8). 

POSTAL REGULATORY COMMISSION 

[Docket Nos. MC2021–119 and CP2021–121] 

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 

negotiated service agreements. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: August 10, 

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).: MC2021–119 and 

CP2021–121; Filing Title: USPS Request 

to Add Priority Mail Contract 716 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: August 2, 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: 

August 10, 2021. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2021–16810 Filed 8–5–21; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92545; File No. SR– 

PEARL–2021–35] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing of 

Proposed Rule Change To Amend 

Exchange Rule 2616, Priority of Orders 

August 2, 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 July 20, 

2021, MIAX PEARL, LLC (‘‘MIAX Pearl’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The 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 is filing a proposal to 

amend Exchange Rule 2616, Priority of 

Orders, to provide that an order will 

receive a new timestamp when its 

position is modified via a Cancel/ 

Replace message during a Short Sale 

Period.3

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl at MIAX Pearl’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend Exchange Rule 2616, 

Priority of Orders, to provide that an 

order will receive a new timestamp 

when its position is modified via a 

Cancel/Replace message during a Short 

Sale Period. The proposed rule change 

applies to orders in equity securities 

traded on the Exchange’s equity trading 

platform (referred to herein as ‘‘MIAX 

Pearl Equities’’). 

Exchange Rule 2614(e)(3) provides 

that only the price, sell long, sell short, 

or short exempt indicator, Max Floor of 

an order with a Reserve Quantity,4 and 

size terms of the order may be changed 

by a Cancel/Replace Message. If a User 

desires to change any other terms of an 

existing order the existing order must be 


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43280 Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices 

5See, e.g., Exchange Rule 2614(g) (‘‘Repricing 

Processes to Comply with Regulatory 

Requirements’’). 

6See Exchange Rule 2614(g)(1) (‘‘Display Price 

Sliding Process’’). 

7Exchange Rule 1901 defines the term ‘‘MIAX 

Pearl Equities Book’’ as ‘‘the electronic book of 

orders in equity securities maintained by the 

System.’’ 

8See Exchange Rule 2614(c)(7). 

9See MIAX Pearl Equities—Reminder: 

Announces Further Expansion of its Equity Trading 

Platform with the Launch of the Minimum 

Execution Quantity and Reserve Quantity Order 

Instructions; Both Available July 1st 2021, available 

at https://www.miaxoptions.com/alerts/2021/06/15/ 

miax-pearl-equities-reminder-announces-furtherexpansion-its-equity-trading (June 15, 2021). 

10The term ‘‘System’’ means the automated 

trading system used by the Exchange for the trading 

of securities. See Exchange Rule 100. 

11See Exchange Rule 2614(g)(3) for a description 

of the Exchange’s Short Sale Price Sliding Process. 

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

13 15 U.S.C. 78f(b)(5). 

cancelled and a new order must be 

entered. An order receives a new 

timestamp when that order receives a 

new price, its size is increased, or is 

cancelled in full and replaced by a new 

order. In addition, an order also receives 

a new timestamp when it is repriced 

pursuant to Exchange Rule 2614(g).5 For 

example, an order may be repriced 

pursuant to the Exchange’s Display 

Price Sliding Process if it would be 

displayed at a price that would lock or 

cross the Protected Best Bid or Offer 

(‘‘PBBO’’) of an away Trading Center.6

In such case, that order would receive 

a new timestamp. 

Exchange Rule 2616(a)(5) currently 

provides that in the event an order has 

been cancelled or replaced in 

accordance with Exchange Rule 2614(e), 

such order only retains its timestamp if 

such modification involves a decrease 

in the size of the order, a change to the 

Max Floor of an order with a Reserve 

Quantity, or a change in position from 

(A) sell to sell short; (B) sell to sell short 

exempt; (C) sell short to sell; (D) sell 

short to sell short exempt; (E) sell short 

exempt to sell; and (F) sell short exempt 

to sell short. Any other modification to 

an order, including an increase in the 

size of the order and/or price change, 

will result in such order losing time 

priority as compared to other orders in 

the MIAX Pearl Equities Book 7 and the 

timestamp for such order being revised 

to reflect the time of the modification. 

The Exchange now proposes to 

provide that an order will also receive 

a new timestamp in one additional 

scenario where the order may not 

receive a new price. As proposed, an 

order would also receive a new 

timestamp when its position is changed 

via a Cancel/Replace message during a 

Short Sale Period. Specifically, the 

Exchange proposes to amend Exchange 

Rule 2616(a)(5) to provide that a change 

in position via a Cancel/Replace 

message from (A) sell to sell short; (B) 

sell to sell short exempt; (C) sell short 

to sell; (D) sell short to sell short 

exempt; (E) sell short exempt to sell; 

and (F) sell short exempt to sell short 

during a Short Sale Period will result in 

a change to the order’s timestamp. Such 

modification to an order during a Short 

Sale Period will result in such order 

losing time priority as compared to 

other orders in the MIAX Pearl Equities 

Book and the timestamp for such order 

being revised to reflect the time of the 

modification. The Exchange does not 

propose to change an order’s timestamp 

where a position change is made via a 

Cancel/Replace message when a Short 

Sale Period is not in effect. 

The need for proposed rule change 

became apparent as a result of 

technology changes related to the 

Exchange’s recent implementation of 

the Reserve Quantity and Minimum 

Execution Quantity 8 order 

instructions.9 As a result of the above 

technology changes and to ensure the 

ongoing resiliency of the System,10 the 

reevaluation of an order for execution as 

a result of a change to the order’s 

position via a Cancel/Replace message 

during a Short Sale Period will result in 

that order receiving a new timestamp, 

including where the order’s price 

remains unchanged. 

The Exchange notes that an order will 

always receive a new timestamp where 

the order is re-priced, including where 

that order is re-priced pursuant to the 

Exchange’s Short Sale Price Sliding 

Process due to a change in position via 

a Cancel/Replace message.11 However, 

pursuant to the proposed rule change, a 

position change via a Cancel/Replace 

message during a Short Sale Period 

would now always result in the order 

receiving a new timestamp, regardless of 

whether the re-evaluation of the order 

results in the order being re-priced. 

The proposed rule change reflects a 

necessary technology change that would 

ensure continued System resiliency and 

stability. The Exchange notes that the 

proposed rule change is designed to 

address a discrete and potentially 

limited scenario that a Short Sale Period 

must be in effect when the position 

change is made via a Cancel/Replace 

message. If a Short Sale Period is not in 

effect, an order would retain its 

timestamp when its position is changed 

via a Cancel/Replace message. The 

proposed rule change is no different 

than where an order may receive a new 

timestamp when it is not re-priced, such 

as when an order’s size is increased via 

a Cancel/Replace message or an order is 

cancelled in full and replaced with a 

new order. In both of these cases, the 

order would be provided a new 

timestamp and experience a loss in 

priority. The same would be true under 

the proposed rule change where an 

order would receive a new timestamp 

where its position is changed via a 

Cancel/Replace message during a Short 

Sale Period. 

* * * * * 

Lastly, the Exchange proposes to 

make two clarifying changes to 

Exchange Rules 2614(e)(3) and 

2616(a)(5). First, the Exchange proposes 

to add the word ‘‘Cancel’’ before the 

word ‘‘Replace’’ in Exchange Rule 

2614(e)(3). This change is to use 

consistent terminology when referring 

to Cancel/Replace messages in the 

Exchange’s rules. Second, the Exchange 

proposes to clarify within Exchange 

Rule 2616(a)(5) that an order is being 

modified by the Cancel/Replace 

message. In part, Exchange Rule 

2616(a)(5) states that ‘‘[i]n the event an 

order has been cancelled or replaced in 

accordance with Exchange Rule 2614(e) 

above, . . .’’. The Exchange proposes to 

replace the phrase ‘‘cancelled or 

replaced’’ in Exchange Rule 2616(a)(5) 

with ‘‘modified via a Cancel/Replace 

message.’’ Doing so would clarify within 

Exchange Rule 2616(a)(5) that the order 

is being modified, rather than cancelled 

and replaced with a new order. Neither 

of the above changes amend the 

meaning or operation of either rule. 

They are simply intended to clarify each 

rule and to ensure the use of consistent 

terminology across the Exchange’s 

rulebook. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,12 in general, and furthers the 

objectives of Section 6(b)(5),13 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. 

The proposed rule change promotes 

just and equitable principles of trade 

because it is similar to other cases today 

where an order may lose priority when 

a modification is made via a Cancel/ 

Replace message. For example, 


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Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices 43281 

14See Exchange Rule 2616(a)(5). 

15The term ‘‘Equity Member’’ is a Member 

authorized by the Exchange to transact business on 

MIAX Pearl Equities. See Exchange Rule 1901. 

16 17 CFR 242.201(1)(i) [sic]. 

17Exchange Rule 2614(g)(3). 

18See Exchange Rule 2614(c)(7). 

19See IEX Rule 11.190(d)(4) (stating that 

‘‘Symbol, side, execution instruction, order type, 

and TIF are considered invalid fields. If a User 

attempts modify an invalid field by submitting a 

Replace Message, the order amendment will be 

rejected by the Exchange. If a User desires to modify 

an invalid field on an order, the existing order must 

be canceled and a new order must be entered’’). 

20See Nasdaq Rule 4756(a)(3). 

21This is also consistent with other exchanges’ 

rules. See, e.g., Members Exchange, Inc. Rule 

11.9(a)(4) and Cboe EDGX Exchange, Inc. Rule 

11.9(a)(4). 

22Exchange Rule 26123 [sic] provides that ‘‘[a]ll 

short sale orders shall be identified as ‘‘short’’ or 

‘‘short exempt’’ when entered into the System. If 

marked ‘‘short exempt,’’ the Exchange shall 

execute, display and/or route a short sale order 

marked ‘‘short exempt’’ without regard to any short 

sale price test restriction in effect during a Short 

Sale Period, as defined in Exchange Rule 

2614(g)(3)(A). The Exchange relies on the marking 

of an order as ‘‘short exempt’’ when handling such 

order, and thus, it is the entering Member’s 

responsibility, not the Exchange’s responsibility, to 

comply with the requirements of Regulation SHO 

relating to marking of orders as ‘‘short exempt.’’ 

Exchange Rule 2603 also requires that Equity 

Members input accurate information into the 

System. 

increasing the size of an order will 

result in such order losing time priority 

as compared to other orders in the 

MIAX Pearl Equities Book and the 

timestamp for such order being revised 

to reflect the time of the modification.14

The System also re-evaluates the order 

for execution when an Equity Member 15

increases the size of an order via a 

Cancel/Replace message. The same is 

true for a position change made 

pursuant to Exchange Rule 2614(e) 

during a Short Sale Period. For example, 

should an order’s position be changed 

from long to short during a Short Sale 

Period, that order would become subject 

to the price restrictions of Regulation 

SHO 16 and the System would evaluate 

whether the order may be executed or 

re-priced pursuant to the Exchange’s 

Short Sale Price Sliding Process.17

Under the proposed rule change, this 

evaluation would result in the order 

receiving a new timestamp and loss in 

priority, even when that order is not repriced. While the price of the order may 

not change, the position change during 

a Short Sale Period impacts whether the 

order is subject to the price restrictions 

of Regulation SHO and may or may not 

become eligible for execution. 

Therefore, like size change via a Cancel/ 

Replace message may change the 

execution status of the order, the 

Exchange believes treating a position 

change made via a Cancel/Replace 

message in the same manner and 

updating the order’s timestamp is 

reasonable and consistent with the Act 

because it also reflects a change in the 

execution status of the order. 

Further, as stated above, Exchange 

Rule 2614(e)(3) provides that only the 

price, sell long, sell short, or short 

exempt indicator, Max Floor of an order 

with a Reserve Quantity, and size terms 

of the order may be changed by a 

Cancel/Replace Message. If a User 

desires to change any other terms of an 

existing order the existing order must be 

cancelled and a new order must be 

entered. This includes, for example, 

changes to the minimum quantity 

condition of an order with a Minimum 

Execution Quantity instruction.18 In 

such case, the existing order must be 

cancelled and new order entered with 

the revised minimum execution 

quantity. Like a position change during 

a Short Sale Period, the new order 

would be provided a new timestamp 

and re-evaluated for execution based on 

the revised minimum execution 

quantity. Therefore, the proposed rule 

change promotes just and equitable 

principles of trade because it is similar 

to existing exchange functionality. 

The proposed rule change promotes 

just and equitable principles of trade 

because it is consistent with the other 

exchanges’ treatment of position 

changes and their impact on the order’s 

priority. For example, Investors 

Exchange LLC (‘‘IEX’’) Rule 11.190(d)(4) 

does not allow for a position change via 

a Cancel/Replace message and requires 

that if a ‘‘[u]ser desires to modify an 

invalid field on an order, the existing 

order must be canceled and a new order 

must be entered.’’ 19 Therefore, on IEX, 

a market participant must enter a new 

order where it seeks to change that 

order’s position at all times, not just 

during a Short Sale Period. This is 

broader than the Exchange’s proposal 

which is limited to position changes 

during a Short Sale Period. On IEX, the 

new order would receive a new 

timestamp, resulting in a priority loss. 

In addition, The Nasdaq Stock Market, 

LLC (‘‘Nasdaq’’) Rule 4756(a)(3) 

provides that an order will be cancelled 

if the order’s position is ‘‘redesignated 

as short during a Short Sale Period and 

the order is not priced at a Permitted 

Price or higher under Nasdaq Rule 

4763(e).’’ This would require the 

replacement of the original order with a 

new order and a new timestamp, 

resulting in a priority loss.20 Therefore, 

the Exchange’s proposal is not novel 

and is similar to functionality provided 

for on other exchanges. 

Unlike where an order retains its 

timestamp when a modification 

involves a decrease in the size of the 

order or a change to the Max Floor of 

an order with a Reserve Quantity, a 

change in the order’s position during a 

Short Sale Period triggers compliance 

with additional regulatory requirements. 

In such case, the Exchange must assess 

whether the order is priced or may be 

executed in accordance with Regulation 

SHO. For example, an order whose 

position is changed from long to short 

during a Short Sale Period may not be 

priced at or above the national best bid 

and may either need to be repriced 

pursuant to the Exchange’s Short Sale 

Price Sliding Process or cancelled based 

on the Equity Member’s instructions. 

Conversely, an order whose position is 

changed from short to long during a 

Short Sale Period would no longer be 

subject to the price restrictions of 

Regulation SHO and may now be 

eligible for execution or routing to an 

away market. An order marked short is 

not subject to the price restrictions of 

Regulation SHO when a Short Sale 

Period is not in effect. Therefore, 

allowing the order to retain its 

timestamp when a Short Sale Period is 

not in effect continues to promote just 

and equitable principles of trade 

because the execution status of the order 

remains unchanged.21

Notwithstanding the above, the 

proposed rule change also protects 

investors and the public interest 

because it does not change anything 

with regard to compliance with 

Regulation SHO, including Regulation 

SHO’s order marking requirements and 

Equity Member’s compliance with its 

applicable exceptions. Today, an Equity 

Member has the ability to modify their 

order’s position via a Cancel/Replace 

message. The proposal does not change 

that. Today, Equity Members are 

required to mark their orders properly 

both upon entry and when modifying 

that order’s position later via a Cancel/ 

Replace message. This proposed rule 

change does not alter Equity Members 

obligations to continue to ensure that 

their orders are marked in accordance 

with the requirements of Regulation 

SHO and Exchange Rule 2623 22 at all 

times, including when changing the 

order’s position via a Cancel/Replace 

message when a Short Sale Period is or 

is not in effect. As they are required to 

do today, Equity Members must also 

continue to ensure that their order 

complies with any applicable 

exemption from Regulation SHO that 

they seek to avail themselves of, not 

only at the time of entry, but also at the 

time they change the order’s position 


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43282 Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices 

23The Exchange will continue to surveil for 

compliance with Exchange Rules 2623 and 2603 as 

well as Regulation SHO. 

24 17 CFR 242.1000–1007. 

25 17 CFR 242.1001(a). 

26See supra note 9. 

27See supra notes 19 and 20. 

via a Cancel/Replace message.23 Again, 

nothing in this proposal alters a 

Member’s obligations under Regulation 

SHO. The Exchange notes that the 

proposed rule change removes 

impediments to and perfects the 

mechanism of a free and open market 

and a national market system because it 

is designed to address a discrete and 

potentially limited scenario of a Short 

Sale Period being in effect when the a 

position change is made via a Cancel/ 

Replace message. If a Short Sale Period 

is not in effect, an order would retain its 

timestamp when its position is changed 

via a Cancel/Replace message. This 

proposed rule change is narrowly 

focused to address only where an order 

would lose priority where its position is 

changed via a Cancel/Replace message 

during a Short Sale Period. 

The proposed rule change would also 

remove impediments to and promote 

just and equitable principles of trade 

because it reflects a necessary 

technology change that would ensure 

continued System resiliency and 

stability. As a national securities 

exchange, the Exchange is subject to 

Regulation Systems Compliance and 

Integrity (‘‘Reg. SCI’’).24 Reg. SCI Rule 

1001(a) requires that the Exchange 

establish, maintain, and enforce written 

policies and procedures reasonably 

designed to ensure (among other things) 

that its Reg. SCI systems have levels of 

capacity adequate to maintain the 

Exchange’s operational capability and 

promote the maintenance of fair and 

orderly markets.25 The proposed rule 

change is necessary to ensure the 

ongoing resiliency of the Exchange’s 

infrastructure and underling technology 

to ensure the Exchange continues to 

satisfy its requirements under Reg. SCI. 

The Exchange takes pride in the 

reliability and availability of its System. 

The proposed rule change is necessary 

due to technological complexity and to 

continue to ensure the System operates 

consistent with the Exchange’s rules 

and in accordance with the Exchange’s 

obligations under Reg. SCI. 

Lastly, the proposed clarifying 

changes to Exchange Rules 2614(e)(3) 

and 2616(a)(5) removes impediments to 

and perfect a free and open market 

system because they simply clarify each 

rule and ensure the use of consistent 

terminology across the Exchange’s 

rulebook. Neither of these changes 

amend the meaning or operation of 

either rule. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not being 

proposed for competitive reasons. As 

discussed above, the need for the 

proposed rule change became apparent 

when making technology changes 

related to the Exchange’s upcoming 

implementation of the Reserve Quantity 

and Minimum Execution Quantity order 

instructions.26 Further, this proposed 

rule change to cause an order to lose 

priority when the order’s position is 

changed during a Short Sale Period via 

a Cancel/Replace message is no different 

than where an Equity Member seek to 

change the position of their order by 

cancelling that order and re-submitting 

a new order. In each case, the order will 

receive a new timestamp at the time the 

position was changed via a cancel or 

replace message. 

Adjusting the order’s timestamp due 

to a position change via a Cancel/ 

Replace message during a Short Sale 

Period does not impose any burden on 

inter-market competition that is not 

necessary or appropriate in furtherance 

of the Act. Equity Members may take 

into consideration that their order may 

experience a loss in priority when they 

change their order’s position during a 

Short Sale Period when determining 

where to send their order for execution. 

Equity Members are free to consider this 

change as part of their overall 

experience on the Exchange, including 

the quality of executions and other 

functionality offerings, which are part of 

their order routing decisions. 

Lastly, adjusting the order’s 

timestamp due to a position change via 

a Cancel/Replace message during a 

Short Sale Period does not also impose 

any burden on intra-market competition 

that is not necessary or appropriate in 

furtherance of the Act because it is 

similar to functionality on other 

exchanges.27 Also, like above for intramarket competition, Equity Members 

may take into consideration that their 

order may experience a loss in priority 

when they change their order’s position 

during a Short Sale Period when 

determining where to send their order 

for execution. Equity Members who 

make position changes during a Short 

Sale Period may consider the potential 

that their order may lose priority and 

may choose to price their orders more 

aggressively. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register, or such longer period up to 90 

days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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– 

PEARL–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–PEARL–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 


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Federal Register / Vol. 86, No. 149 / Friday, August 6, 2021 / Notices 43283 

28 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 91728 

(April 29, 2021), 86 FR 24052 (SR–CBOE–2021– 

023); 91729 (April 29, 2021), 86 FR 24059 (SR– 

CboeBYX–2021–009); 91727 (April 29, 2021), 86 FR 

24083 (SR–CboeBZX–2021–028); 91725 (April 29, 

2021), 86 FR 24076 (SR–CboeEDGA–2021–009); 

91724 (April 29, 2021), 86 FR 24044 (SR– 

CboeEDGX–2021–021); 91732 (April 29, 2021), 86 

FR 24125 (SR–C2–2021–007) (collectively, 

‘‘Notices’’). 

4 In Amendment Nos. 1, the Exchanges clarified 

the circumstances under which proxy access 

nominees may be excluded from the proxy 

materials. Pursuant to proposed Section 2.16(j)(i) of 

the Bylaws, CGM would not be required to include 

a Stockholder Nominee in its proxy materials who 

would not be an independent director under 

Section 3.3 of the Bylaws, under the rules of the 

principal national securities exchange on which the 

outstanding capital stock of CGM is traded, any 

applicable rules of the Commission and any 

publicly disclosed standards used by the Board in 

determining and disclosing independence of CGM’s 

directors, in each case as determined by the Board 

in its sole discretion. In Amendment Nos. 1, the 

Exchanges represented that any independence 

standards adopted by CGM’s Board will apply 

uniformly to all director nominees, including 

Stockholder Nominees, and that any future 

independence standards adopted by the Board will 

comply with all applicable laws, rules, and 

regulations. Amendment Nos. 1 are available on the 

Commission’s website at http://www.sec.gov/rules/ 

sro.shtml. 

5See Notices, supra note 3, at 24052, 24059, 

24083, 24076, 24045, and 24125, respectively. See 

also 17 CFR 240.14a–8 (establishing procedures 

pursuant to which stockholders of a public 

company may have their proposals placed 

alongside management’s proposals in the 

company’s proxy materials for presentation to a 

vote at a meeting of stockholders). 

6See Notices, supra note 3, at 24052, 24059–60, 

24083–84, 24076, 24045, and 24125, respectively. 

The Exchanges also propose to make conforming 

changes to current Sections 2.10 and 2.11 of the 

Bylaws. See id. at 24052, 24059, 24083, 24076, 

24045, and 24125, respectively. See also infra notes 

45–46. 

7See proposed Bylaws Section 2.16. 

8See proposed Bylaws Section 2.16(c). 

9See Notices, supra note 3, at 24052, 24059–60, 

24083–84, 24076, 24045, and 24125, respectively 

(citing to Securities Exchange Release Nos. 79357 

(November 18, 2016), 81 FR 85283 (November 25, 

2016) (SR–NASDAQ–2016–127; SR–BX–2016–051; 

SR–ISE–2016–22; SR–ISEGemini–2016–10; SR– 

ISEMercury–2016–16; SR–PHLX–2016–93; SR– 

BSECC–2016–001; SR–SCCP–2016–01); and 77782 

(May 6, 2016), 81 FR 29600 (May 12, 2016) (SR– 

NYSE–2016–14; SR–NYSEArca–2016–25; SR– 

NYSEMKT–2016–20)). 

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–PEARL–2021–35, and 

should be submitted on or before 

August 27, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16789 Filed 8–5–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92546; File Nos. SR– 

CBOE–2021–023; SR–CboeBYX–2021–009; 

SR–CboeBZX–2021–028; SR–CboeEDGA– 

2021–009; SR–CboeEDGX–2021–021; SR– 

C2–2021–007] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Cboe BYX Exchange, 

Inc.; Cboe BZX Exchange, Inc.; Cboe 

EDGA Exchange, Inc.; Cboe EDGX 

Exchange, Inc.; Cboe C2 Exchange, 

Inc.; Notice of Filing of Amendment 

No. 1 and Order Granting Accelerated 

Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 1, To 

Amend the Sixth Amended and 

Restated Bylaws of Cboe Global 

Markets, Inc. To Implement Proxy 

Access 

August 2, 2021. 

I. Introduction 

On April 16, 2021, each of Cboe 

Exchange, Inc. (‘‘Cboe’’), Cboe BYX 

Exchange, Inc. (‘‘BYX’’), Cboe BZX 

Exchange, Inc. (‘‘BZX’’), Cboe EDGA 

Exchange, Inc. (‘‘EDGA’’), and Cboe 

EDGX Exchange, Inc. (‘‘EDGX’’), and on 

April 26, 2021, Cboe C2 Exchange, Inc. 

(‘‘C2’’ and together with Cboe, BYX, 

BZX, EDGA, and EDGX, the 

‘‘Exchanges’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend the Sixth Amended and Restated 

Bylaws (‘‘Bylaws’’) of their parent 

company, Cboe Global Markets, Inc. 

(‘‘CGM’’), to implement proxy access. 

The proposed rule changes were 

published for comment in the Federal 

Register on May 5, 2021.3 No comment 

letters were received in response to the 

proposals. On July 28, 2021, each of 

BYX, BZX, EDGA, EDGX and C2, and on 

July 29, 2021, Cboe filed Amendment 

No. 1 to the proposed rule changes 

(collectively, ‘‘Amendment Nos. 1’’).4

This order provides notice of filing of 

Amendment Nos. 1 and approves the 

proposed rule changes, as modified by 

Amendment Nos. 1, on an accelerated 

basis. 

II. Description of the Proposed Rule 

Changes, as Modified by Amendment 

Nos. 1 

The Exchanges state that CGM 

received a stockholder proposal 

submitted pursuant to Rule 14a–8 under 

the Act which requested that the Board 

of Directors of CGM (‘‘Board’’) take steps 

to implement a ‘‘proxy access’’ bylaw 

provision to allow a stockholder, or 

group of stockholders, who comply with 

certain requirements, to nominate 

candidates for service on the Board and 

have those candidates included in 

CGM’s proxy materials.5 The Exchanges 

state that CGM has determined to take 

the stockholder’s requested steps to 

implement proxy access and, 

accordingly, the Exchanges have 

submitted this proposal to adopt new 

Section 2.16 of the Bylaws.6 Subject to 

procedures and conditions set forth 

therein, and as further described below, 

proposed Section 2.16 of the Bylaws 

would generally permit a stockholder, 

or group of up to 20 stockholders, to 

nominate director nominees for the 

Board and have such director nominees 

included in CGM’s annual meeting 

proxy materials, so long as the 

stockholder(s) have owned at least three 

percent of CGM’s outstanding shares of 

capital stock continuously for at least 

three years.7 The proposal would limit 

the number of proposed director 

nominees to the greater of (i) two or (ii) 

20% of the number of CGM directors in 

office (rounded down to the nearest 

whole number, but no less than two).8

The Exchanges note that the parent 

companies of other national securities 

exchanges have adopted substantively 

similar proxy access provisions, and the 

Exchanges state that they do not believe 

such provisions are materially different 

from the proxy access provision 

proposed by the Exchanges.9

Proposed Section 2.16 of the Bylaws 

Specifically, proposed Section 2.16(a) 

of the Bylaws would require that, 

subject to the provisions of proposed 

Section 2.16, whenever the Board 

solicits proxies with respect to the 

election of directors at an annual 

meeting of stockholders, CGM must 

include in its proxy statement for such 

annual meeting, in addition to any 

persons nominated for election by or at 


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