24354 Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 

22 15 U.S.C. 78s(b)(3)(A)(iii). 

23 17 CFR 240.19b–4(f)(6). 

24 15 U.S.C. 78s(b)(3)(A)(iii). 

25 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

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

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Commission 

has waived the five-day prefiling requirement in 

this case. 

26 17 CFR 240.19b–4(f)(6). 

27 17 CFR 240.19b–4(f)(6)(iii). 

28For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

29 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). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. To the 

contrary, the Exchange understands that 

FINRA and other national securities 

exchanges have or will also file similar 

proposals to extend their respective 

clearly erroneous execution pilot 

programs. Thus, the proposed rule 

change will help to ensure consistency 

across market centers without 

implicating any competitive issues. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 22 and Rule 

19b–4(f)(6) thereunder.23 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)(iii) of the Act 24 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.25

A proposed rule change filed under 

Rule 19b–4(f)(6) 26 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),27 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange asked that the 

Commission waive the 30 day operative 

delay so that the proposal may become 

operative immediately upon filing. 

Waiver of the 30-day operative delay 

would extend the protections provided 

by the current pilot program, without 

any changes, while the Exchange and 

other self-regulatory organizations 

consider whether further amendments 

to these rules are appropriate. Therefore, 

the Commission hereby waives the 30- 

day operative delay and designates the 

proposed rule change as operative upon 

filing.28

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– 

CboeBZX–2022–028 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–CboeBZX–2022–028. 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 such 

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–CboeBZX–2022–028 and 

should be submitted on or May 16, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–08680 Filed 4–22–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94748; File No. SR– 

CboeEDGA–2022–009] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Extend the 

Current Pilot Program Related to 

EDGA Rule 11.15, Clearly Erroneous 

Executions, to the Close of Business 

on July 20, 2022 

April 19, 2022. 

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 April 18, 

2022, Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) 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 


khammond on DSKJM1Z7X2PROD with NOTICES
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5See Securities Exchange Act Release No. 93344 

(October 15, 2021), 86 FR 58352 (October 21, 2021) 

(SR–CboeEDGA–2021–022). 

6See Securities Exchange Act Release No. 62886 

(September 10, 2010), 75 FR 56613 (September 16, 

2010) (SR–EDGA–2010–03). 

7See Securities Exchange Act Release No. 68806 

(February 1, 2013), 78 FR 8670 (February 6, 2013) 

(SR–EDGA–2013–05). 

8See Securities Exchange Act Release No. 72434 

(June 19, 2014), 79 FR 36110 (June 25, 2014) (SR– 

EDGA–2014–11). 

9See Securities Exchange Act Release No. 84843 

(December 18, 2018), 83 FR 66464 (December 26, 

2018) (File No. 4–631) (‘‘Eighteenth Amendment’’). 

10See Securities Exchange Act Release No. 67091 

(May 31, 2012), 77 FR 33498 (June 6, 2012) (the 

‘‘Limit Up-Limit Down Release’’). 

11See Securities Exchange Act Release No. 85544 

(April 8, 2019), 84 FR 15011 (April 12, 2019) (SR– 

CboeEDGA–2019–005). 

12See Securities Exchange Act Release No. 85623 

(Apr. 11, 2019), 84 FR 16086 (Apr. 17, 2019) (File 

No. 4–631). 

13See Securities Exchange Act Release No. 87366 

(October 21, 2019), 84 FR 57538 (October 25, 2019) 

(SR–CboeEDGA–2019–017). 

14See Securities Exchange Act Release No. 88499 

(March 27, 2020), 85 FR 18604 (April 2, 2020) (SR– 

CboeEDGA–2020–009). 

15See Securities Exchange Act Release No. 90235 

(October 21, 2021), 85 FR 68097 (October 27, 2020) 

(SR–CboeEDGA–2020–027). 

16See Securities Exchange Act Release No. 91556 

(April 14, 2021), 86 FR 20550 (April 20, 2021) (SR– 

CboeEDGA–2021–008). 

17Supra note 5. 

18See Securities Exchange Act Release No. 94374 

(March 7, 2022), 87 FR 14062 (March 11, 2022) (SR– 

CboeBZX–2022–017). 

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 EDGA Exchange, Inc. (‘‘EDGA’’ 

or the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to extend the current pilot 

program related to EDGA Rule 11.15, 

Clearly Erroneous Executions, to the 

close of business on July 20, 2022. 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/edga/), 

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 purpose of this filing is to extend 

the effectiveness of the Exchange’s 

current rule applicable to Clearly 

Erroneous Executions to the close of 

business on July 20, 2022. Portions of 

Rule 11.15, explained in further detail 

below, are currently operating as a pilot 

program set to expire on April 20, 

2022.5

On September 10, 2010, the 

Commission approved, on a pilot basis, 

changes to EDGA Rule 11.15 that, 

among other things: (i) Provided for 

uniform treatment of clearly 

erroneous execution reviews in multistock events involving twenty or more 

securities; and (ii) reduced the ability of 

the Exchange to deviate from the 

objective standards set forth in the rule.6

In 2013, the Exchange adopted a 

provision designed to address the 

operation of the Plan.7 Finally, in 2014, 

the Exchange adopted two additional 

provisions providing that: (i) A series of 

transactions in a particular security on 

one or more trading days may be viewed 

as one event if all such transactions 

were effected based on the same 

fundamentally incorrect or grossly 

misinterpreted issuance information 

resulting in a severe valuation error for 

all such transactions; and (ii) in the 

event of any disruption or malfunction 

in the operation of the electronic 

communications and trading facilities of 

an Exchange, another SRO, or 

responsible single plan processor in 

connection with the transmittal or 

receipt of a trading halt, an Officer, 

acting on his or her own motion, shall 

nullify any transaction that occurs after 

a trading halt has been declared by the 

primary listing market for a security and 

before such trading halt has officially 

ended according to the primary listing 

market.8

On December 26, 2018, the 

Commission published the proposed 

Eighteenth Amendment 9 to the Plan to 

Address Extraordinary Market Volatility 

Pursuant to Rule 608 of Regulation NMS 

under the Act (the ‘‘Limit Up-Limit 

Down Plan’’ or the ‘‘Plan’’) 10 to allow 

the Plan to operate on a permanent, 

rather than pilot, basis. On April 8, 

2019, the Exchange amended EDGA 

Rule 11.15 to untie the pilot program’s 

effectiveness from that of the Plan and 

to extend the pilot’s effectiveness to the 

close of business on October 18, 2019 in 

order allow the Exchange and other 

national securities exchanges additional 

time to consider further amendments, if 

any, to the clearly erroneous execution 

rules in light of the proposed Eighteenth 

Amendment to the Plan.11 On April 17, 

2019, the Commission published an 

approval of the Eighteenth Amendment 

to allow the Plan to operate on a 

permanent, rather than pilot, basis.12 On 

October 21, 2019, the Exchange 

amended EDGA Rule 11.15 to extend 

the pilot’s effectiveness to the close of 

business on April 20, 2020.13 On March 

18, 2020, the Exchange amended EDGA 

Rule 11.15 to extend the pilot’s 

effectiveness to the close of business on 

October 20, 2020.14 On October 20, 

2020, the Exchange amended EDGA 

Rule 11.15 to extend the pilot’s 

effectiveness to the close of business on 

April 20, 2021.15 On April 14, 2021 the 

Exchange amended EDGA Rule 11.15 to 

extend the pilot’s effectiveness to the 

close of business on October 20, 2021.16

Finally, on October 15, 2021 the 

Exchange amended EDGA Rule 11.15 to 

extend the pilot’s effectiveness to the 

close of business on April 20, 2022.17

Other self-regulatory organizations 

(‘‘SROs’’), including the Exchange, have 

worked on a proposed rule change to 

make the pilot rules permanent. Cboe 

BZX Exchange, Inc., (‘‘BZX’’) filed such 

a proposed rule change on March 7, 

2022.18 The Exchange now proposes to 

amend EDGA Rule 11.15 to extend the 

pilot’s effectiveness an additional three 

months to the close of business on July 

20, 2022 while the Commission 

considers the BZX proposal. The 

Exchange understands that the other 

national securities exchanges and 

Financial Industry Regulatory Authority 

(‘‘FINRA’’) have filed or plan to file 

similar proposals to extend their 

respective clearly erroneous execution 

pilot programs, the substance of which 

are identical to EDGA Rule 11.15. The 

Exchange does not propose any 

additional changes to EDGA Rule 11.15. 

The Exchange believes the benefits to 

market participants from the more 

objective clearly erroneous executions 

rule should continue on a limited three 

month pilot basis. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 


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19 15 U.S.C. 78f(b). 

20 15 U.S.C. 78f(b)(5). 

21 Id. 

22 15 U.S.C. 78s(b)(3)(A)(iii). 

23 17 CFR 240.19b–4(f)(6). 

24 15 U.S.C. 78s(b)(3)(A)(iii). 

25 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

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

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Commission 

has waived the five-day prefiling requirement in 

this case. 

26 17 CFR 240.19b–4(f)(6). 

27 17 CFR 240.19b–4(f)(6)(iii). 

28For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.19 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 20 requirements that the rules of 

an exchange be 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 21 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

that extending the clearly erroneous 

execution pilot under EDGA Rule 11.15 

for an additional three months would 

help assure that the determination of 

whether a clearly erroneous trade has 

occurred will be based on clear and 

objective criteria, and that the resolution 

of the incident will occur promptly 

through a transparent process. The 

proposed rule change would also help 

assure consistent results in handling 

erroneous trades across the U.S. equities 

markets, thus furthering fair and orderly 

markets, the protection of investors and 

the public interest. Based on the 

foregoing, the Exchange believes the 

amended clearly erroneous executions 

rule should continue to be in effect on 

a pilot basis while the Exchange and the 

other national securities exchanges 

consider and develop a permanent 

proposal for clearly erroneous execution 

reviews. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. To the 

contrary, the Exchange understands that 

FINRA and other national securities 

exchanges have or will also file similar 

proposals to extend their respective 

clearly erroneous execution pilot 

programs. Thus, the proposed rule 

change will help to ensure consistency 

across market centers without 

implicating any competitive issues. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 22 and Rule 

19b–4(f)(6) thereunder.23 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)(iii) of the Act 24 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.25

A proposed rule change filed under 

Rule 19b–4(f)(6) 26 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),27 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange asked that the 

Commission waive the 30 day operative 

delay so that the proposal may become 

operative immediately upon filing. 

Waiver of the 30-day operative delay 

would extend the protections provided 

by the current pilot program, without 

any changes, while the Exchange and 

other self-regulatory organizations 

consider whether further amendments 

to these rules are appropriate. Therefore, 

the Commission hereby waives the 30- 

day operative delay and designates the 

proposed rule change as operative upon 

filing.28

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– 

CboeEDGA–2022–009 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–CboeEDGA–2022–009. 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 such 

filing also will be available for 

inspection and copying at the principal 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24357 

29 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 No. 92840 

(September 1, 2021), 86 FR 50385. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 93179, 

86 FR 55033 (October 5, 2021). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93720, 

86 FR 70555 (December 10, 2021). 

8 15 U.S.C. 78s(b)(2). 

9See Securities Exchange Act Release No. 94302, 

87 FR 11761 (March 2, 2022). The Commission 

designated May 6, 2022, as the date by which the 

Commission shall either approve or disapprove the 

proposed rule change. 

10Amendment No. 1 is available on the 

Commission’s website at https://www.sec.gov/ 

comments/sr-nysearca-2021-73/ 

srnysearca202173.htm. Among other things, 

Amendment No. 1 to the proposed rule change 

provided greater detail with respect to the operation 

of the Trust (as defined herein) and the Fund (as 

defined herein), including the assets held by the 

Fund, the LBMA Responsible Sourcing Programme 

(as described herein), the Responsible Gold 

Guidance (as described herein), creations and 

redemptions of the Fund’s Shares (as defined 

herein), determination of net asset value of the 

Fund’s Shares, and availability of information for 

the Fund’s Shares. Amendment No. 1 also made 

additional and revised representations, including 

that all gold held by the Fund will be London Good 

Delivery bars and the information related to the 

Shares that will be provided on the Fund’s website. 

Finally, Amendment No. 1 provided clarifications 

and technical edits to the proposed rule change. 

11On April 22, 2021, the Trust submitted to the 

Commission its confidential draft registration 

statement on Form S–1 (the ‘‘Registration 

Statement’’) under the Securities Act of 1933 (15 

U.S.C. 77a) (the ‘‘Securities Act’’). The Registrant 

confidentially submitted amendments to the 

Registration Statement on September 7, 2021, 

October 5, 2021, January 14, 2022 and February 22, 

2022. The Jumpstart Our Business Startups Act, 

enacted on April 5, 2012, added Section 6(e) to the 

Securities Act. Section 6(e) of the Securities Act 

provides that an ‘‘emerging growth company’’ may 

confidentially submit to the Commission a draft 

registration statement for confidential, non-public 

review by the Commission staff prior to public 

filing, provided that the initial confidential 

submission and all amendments thereto shall be 

publicly filed not later than 21 days before the date 

on which the issuer conducts a road show, as such 

term is defined in Securities Act Rule 433(h)(4), or 

15 days prior to anticipated effectiveness in the case 

of an issuer who will not conduct a road show. An 

emerging growth company is defined in Section 

2(a)(19) of the Securities Act as an issuer with less 

than $1,070,000,000 total annual gross revenues 

during its most recently completed fiscal year. The 

Fund meets the definition of an emerging growth 

company and consequently has submitted its Form 

S–1 Registration Statement on a confidential basis 

with the Commission. The Registration Statement 

in [sic] not yet effective and the Shares will not 

trade on the Exchange until such time that the 

Registration Statement is effective. 

12Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the trust. 

13 15 U.S.C. 80a–1. 

14 17 U.S.C. 1. 

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–CboeEDGA–2022–009 and 

should be submitted on or May 16, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–08679 Filed 4–22–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94746; File No. SR– 

NYSEArca–2021–73] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1, To List and Trade 

Shares of the Franklin Responsibly 

Sourced Gold ETF Under NYSE Arca 

Rule 8.201–E (Commodity-Based Trust 

Shares) 

April 19, 2022. 

I. Introduction 

On August 23, 2021, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) 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 list and trade shares of the 

Franklin Responsibly Sourced Gold ETF 

under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares). The 

proposed rule change was published for 

comment in the Federal Register on 

September 8, 2021.3 On September 29, 

2021, pursuant to Section 19(b)(2) of the 

Act,4 the Commission designated a 

longer period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change.5 On December 6, 2021, the 

Commission instituted proceedings 

pursuant to Section 19(b)(2)(B) of the 

Act 6 to determine whether to approve 

or disapprove the proposed rule 

change.7 On February 23, 2022, 

pursuant to Section 19(b)(2) of the Act,8

the Commission designated a longer 

period within which to issue an order 

approving or disapproving the proposed 

rule change.9 On March 25, 2022, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.10 This 

Amendment No. 1, set forth in Item II 

below, replaces SR–NYSE Arca–2021– 

73 as originally filed and supersedes 

such filing in its entirety. The 

Commission has received no comment 

letters on the proposal. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 1, from 

interested persons, and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

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 list and 

trade shares (‘‘Shares’’) of the Franklin 

Responsibly Sourced Gold ETF (the 

‘‘Fund’’), under NYSE Arca Rule 8.201– 

E.11 The Fund is a series of the Franklin 

Templeton Holdings Trust, a Delaware 

statutory trust (the ‘‘Trust’’). Under 

NYSE Arca Rule 8.201–E, the Exchange 

may propose to list and/or trade 

Commodity-Based Trust Shares 

pursuant to unlisted trading privileges 

(‘‘UTP’’).12

The Fund will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,13 and is not required to 

register under such act. The Fund is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as 

amended.14

The sponsor of the Fund is Franklin 

Holdings, LLC, a Delaware limited 

liability company (‘‘Sponsor’’). BNY 

Mellon Asset Servicing, a division of 

The Bank of New York Mellon 

(‘‘BNYM’’), serves as the Fund’s 

administrator (the ‘‘Administrator’’) and 

transfer agent (the ‘‘Transfer Agent’’). 


khammond on DSKJM1Z7X2PROD with NOTICES