24214 Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 

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

2 17 CFR 240.19b–4. 

3 In sum, an order with a Post Only instruction 

is a non-routable order that will be ranked and 

executed on the MIAX Pearl Equities Book pursuant 

to Exchange Rules 2616 and 2617(a)(4). See 

Exchange Rule 2614(c)(2) for a more detailed 

description of the Post Only instruction. Exchange 

Rule 1901 defines the term ‘‘MIAX Pearl Equities 

Book’’ as ‘‘the electronic book of orders in equity 

securities maintained by the System.’’ 

4 In sum, an order with a time-in-force of RHO is 

designated for execution only during Regular 

Trading Hours, which includes the opening process 

for equity securities. See Exchange Rule 2614(b)(2) 

for a more detailed description of the RHO 

instruction. 

5 In sum, Minimum Execution Quantity is an 

instruction a User may attach to a non-displayed 

order requiring the System to execute the order only 

to the extent that a minimum quantity can be 

satisfied. See Exchange Rule 2614(c)(7) for a more 

detailed description of the Minimum Execution 

Quantity instruction. 

6See, e.g., Cboe BYX Exchange, Inc. (‘‘BYX’’) 

Rules 11.1(a) and 11.23(a)(1), Cboe BZX Exchange, 

Inc. (‘‘BZX’’) Rules 11.1(a) and 11.24(a)(1), Cboe 

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

Exchange, Inc. (‘‘EDGX’’, collectively with BYX, 

BZX, and EDGA, the ‘‘Cboe Equity Exchanges’’) 

Rules 11.1(a)(1) and 11.7(a)(1) (allowing for the 

entry of Post Only and Minimum Execution 

Quantity order with a time-in-force of Day to be 

entered prior to 9:30 a.m. Eastern Time and not 

participate in their respective opening processes). 

See also e.g., Investors Exchange LLC (‘‘IEX’’) Rules 

11.190(b)(11)(B), 11.190(c)(3), and 11.190(b)(11)(F) 

(allowing for the entry of Minimum Quantity 

Orders with a time-in-force of Day prior to 9:30 a.m. 

Eastern Time and allowing those orders to bypass 

their opening process) and New York Stock 

Exchange LLC (‘‘NYSE’’) Rule 7.18(b)(1), NYSE 

Arca LLC (‘‘NYSE Arca’’) Rule 7.18–E(b)(1), NYSE 

American LLC (‘‘NYSE American’’) 7.18E(b)(1), 

NYSE National LLC (‘‘NYSE National’’) Rule 

7.18(b)(1), and NYSE Chicago LLC (‘‘NYSE 

Chicago’’, collectively with NYSE, NYSE Arca, 

NYSE American, NYSE National, and NYSE 

Chicago, the ‘‘NYSE Equity Exchanges’’) Rule 

7.18(b)(1) (not including ALO orders in the list of 

order types the exchanges would cancel during a 

halt). 

7 In sum, a Limit Order is an order to buy or sell 

a stated amount of a security at a specified price 

or better. See Exchange Rule 2614(a) for a more 

detailed description of Limit Orders. 

8 In sum, Reserve Quantity is an instruction a 

User may attach to an order where a portion of the 

order is displayed (‘‘Displayed Quantity’’) and with 

a portion of the order non-displayed (‘‘Reserve 

Quantity’’). See Exchange Rule 2614(c)(8) for a more 

detailed description of the Reserve Quantity 

instruction. 

9See BZX Rule 11.24(a)(2), BYX Rule 11.23(a)(2), 

and EDGA and EDGX Rules 11.7(a)(2). 

10See Exchange Rule 1901 defines the term 

‘‘Regular Trading Hours’’ as ‘‘the time between 9:30 

a.m. and 4:00 p.m. Eastern Time.’’ 

11 ISOs are defined under Rule 600(b)(38) of 

Regulation NMS. 17 CFR 242.600(b)(38). See 

Exchange Rule 2614(d) for a more detailed 

description of ISOs on MIAX Pearl Equities. 

2021 Non-Employee Director Plan could 

have on the Company’s earnings and 

NAV per share, such review to take 

place prior to any decisions to grant 

Restricted Stock under the 2021 

Employee Plan and the 2021 NonEmployee Director Plan, but in no event 

less frequently than annually. Adequate 

procedures and records will be 

maintained to permit such review. The 

Board will be authorized to take 

appropriate steps to ensure that the 

issuance of Restricted Stock under the 

2021 Employee Plan and the 2021 NonEmployee Director Plan will be in the 

best interests of the Company’s 

shareholders. This authority will 

include the authority to prevent or limit 

the granting of additional Restricted 

Stock under the 2021 Employee Plan 

and the 2021 Non-Employee Director 

Plan. All records maintained pursuant 

to this condition will be subject to 

examination by the Commission and its 

staff. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–08662 Filed 4–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94735; File No. SR– 

PEARL–2022–14] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 2600, Hours of Trading and 

Trading Days, and Exchange Rule 

2615, Opening Process for Equity 

Securities 

April 18, 2022. 

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 April 8, 

2022, MIAX PEARL, LLC (‘‘MIAX Pearl’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘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 is filing a proposed rule 

change to amend Exchange Rule 2600, 

Hours of Trading and Trading Days, and 

Exchange Rule 2615, Opening Process 

for Equity Securities. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://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 Exchange allows for the trading 

of equity securities on its equity trading 

platform (referred to herein as ‘‘MIAX 

Pearl Equities’’). The purpose of the 

proposed rule change is to: (i) Accept 

prior to 9:30 a.m. Eastern Time orders 

in equity securities that include a Post 

Only 3 instruction and a time-in-force of 

Regular Hours Only (‘‘RHO’’),4 and 

orders that include a Minimum 

Execution Quantity 5 instruction and a 

time-in-force of RHO; and (ii) accept 

and retain such orders when trading in 

a security is halted. This is similar to 

functionality on other equity 

exchanges.6 Another purpose of the 

proposed rule change is to amend 

Exchange Rule 2615(a)(1) to provide 

additional specificity concerning the 

handling of Limit Orders 7 with a 

Reserve Quantity 8 during the 

Exchange’s opening process. This 

change is based on the rules of other 

equity exchanges.9

Acceptance of Orders Before 9:30 a.m. 

Eastern Time 

Exchange Rule 2600(a) provides for 

the entry of orders starting at 7:30 a.m. 

Eastern Time and that orders entered 

between 7:30 a.m. and 9:30 a.m. Eastern 

Time are not eligible for execution until 

the start of Regular Trading Hours.10

Exchange Rule 2600(a) further provides 

that the Exchange will not accept the 

following orders prior to 9:30 a.m. 

Eastern Time: Orders designated as Post 

Only with a time-in-force of RHO, 

Intermarket Sweep Orders (‘‘ISO’’),11 all 

orders with a time-in-force of 


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12 In sum, an order with a time-in-force of IOC is 

to be executed in whole or in part as soon as such 

order is received. See Exchange Rule 2614(b)(1) for 

a more detailed description of the time-in-force 

instruction of IOC. 13 In sum, a Midpoint Peg Order is a nondisplayed Limit Order that is assigned a working 

price pegged to the midpoint of the Protected Best 

Bid and Offer (‘‘PBBO’’). See Exchange Rule 

2614(a)(3) for a more detailed description of 

Midpoint Peg Orders. Exchange Rule 1901 defines 

PBBO with respect to trading of equity securities as 

the national best bid or offer that is a Protected 

Quotation. 

14Market Orders may include a time-in-force of 

IOC. See Exchange Rule 2614(a)(2)(B). Market 

Orders with a time-in-force of IOC are rejected prior 

to the opening process and cancelled or rejected 

during a halt. See Exchange Rules 2600(a) and 

2615(e)(1)(A). A Market Order may include a timein-force of RHO when coupled with the Route to 

Primary Auction (‘‘PAC’’) routing option and such 

orders are accepted prior to the opening process 

and during a halt. In sum, PAC is a routing option 

for Market Orders and displayed Limit Orders 

designated as RHO that the entering firm wishes to 

designate for participation in the opening, reopening (following a regulatory halt, suspension, or 

pause), or closing process of a primary listing 

market. See Exchange Rule 2617(b)(5)(B) for a more 

detailed description of the PAC routing option. 

15The Exchange notes that orders that include a 

Post Only instruction and time-in-force of IOC are 

always rejected regardless of time of entry as these 

two order instructions are incompatible by their 

terms. See preamble to Exchange Rule 2614 

(providing that ‘‘[o]rder, instruction, and parameter 

combinations which are disallowed by the 

Exchange or incompatible by their terms, will be 

rejected . . .’’). 

16See Exchange Rule 1901. 

17The term ‘‘Equity Member’’ means a Member 

authorized by the Exchange to transact business on 

MIAX Pearl Equities. See Exchange Rule 1901. 

18The Exchange proposes to make nonsubstantive conforming changes to Exchange Rule 

2615(a)(1) regarding what orders are not eligible to 

participate in the opening process to account for the 

proposed new text. 

19See Exchange Rule 2615(b). 

20An order that is cancelled is first accepted by 

the System and then immediately cancelled back to 

the Member. An order that is rejected is not 

accepted by the System and immediately returned 

to the Member. 

21See supra notes 14 and 15 as [sic] 

accompanying text. 

Immediate-or-Cancel (‘‘IOC’’),12 and 

orders that include a Minimum 

Execution Quantity instruction. 

The Exchange currently offers two 

time-in-force instructions, IOC and 

RHO. The Exchange understands that 

some Members now wish to enter orders 

with a time-in-force of RHO that include 

either a Post Only instruction or 

Minimum Execution Quantity 

instruction prior to 9:30 a.m. Eastern 

Time. The Exchange, therefore, 

proposes to amend Exchange Rule 

2600(a) to accept prior to 9:30 a.m. 

Eastern Time orders that include a timein-force of RHO and either a Post Only 

instruction or Minimum Execution 

Quantity instruction. The Exchange 

notes that this proposal is limited to 

Limit Orders and Midpoint Peg 

Orders 13 with a time-in-force of RHO 

that include either a Post Only or 

Minimum Execution Quantity 

instruction. Market Orders 14 and orders 

that include a time-in-force of IOC and 

Minimum Execution Quantity 

instruction will continue to be rejected 

prior to 9:30 a.m. Eastern Time.15

Pursuant to its opening process 

described under Exchange Rule 2615, 

the Exchange opens trading at the start 

of Regular Trading Hours by matching 

buy and sell orders at the midpoint of 

the national best bid and offer 

(‘‘NBBO’’).16 Only orders that include a 

time-in-force of RHO may participate in 

the opening process. Exchange Rule 

2615(a)(1) provides that orders 

designated as Post Only, ISOs, orders 

with a Minimum Execution Quantity 

instruction, and orders that include a 

time-in-force other than RHO are not 

eligible to participate in the Opening 

Process. As such, orders that include a 

time-in-force of RHO that include either 

a Post Only instruction or Minimum 

Execution Quantity instruction entered 

prior to 9:30 a.m. Eastern Time would 

continue to not be eligible for execution 

until after the Exchange’s opening 

process is complete and continuous 

trading has begun. The operation of the 

Post Only and Minimum Execution 

Quantity instructions are incompatible 

with the operation of the opening 

process as each order instruction places 

a contingency on the order that may 

prevent an execution. This also reflects 

current functionality and the Exchange 

understands this is consistent with how 

Equity Members 17 who would submit 

such orders prior to 9:30 a.m. Eastern 

Time would want their orders to be 

handled and with their expectations of 

the types of orders and order 

instructions that are eligible to 

participate in an opening process. 

Exchange Rule 2615(a)(1) would be 

amended to specify that while orders 

with a time-in-force of RHO that include 

a Post Only or Minimum Execution 

Quantity instruction are accepted prior 

to the opening process pursuant to 

Exchange Rule 2600(a) (as amended 

herein), such orders would not be 

eligible to participate in the opening 

process.18 As they are today, such 

orders, along with the unexecuted 

portion of orders that were eligible to 

participate in the opening process, will 

be placed on the MIAX Pearl Equities 

Book in time sequence, beginning with 

the order with the oldest timestamp, 

cancelled, executed, or routed to away 

Trading Centers in accordance with the 

terms of the order at the conclusion of 

the opening process.19

Acceptance and Retention of Orders 

During a Halt 

Exchange Rule 2615(e)(1) provides 

that the re-opening process will occur in 

the same manner as the opening 

process, with the following differences: 

ISOs, orders that include a time-in-force 

of IOC, orders that include a Minimum 

Execution Quantity instruction, and 

orders designated as Post Only will be 

cancelled or rejected, as applicable.20 As 

such, during a halt the Exchange cancels 

or rejects orders that include a time-inforce of RHO and either a Post Only 

instruction or Minimum Execution 

Quantity instruction. Equity Members 

may then choose to resubmit such 

orders at the conclusion of the 

Exchange’s re-opening process when 

continuous trading resumes. The 

Exchange understands that some Equity 

Members prefer the Exchange accept or 

retain orders that include a time-in-force 

of RHO and either a Post Only 

instruction or Minimum Execution 

Quantity instruction when the security 

is halted so that such order would be 

placed on the MIAX Pearl Equities Book 

when the re-opening process concludes 

and they would not need to resubmit 

the order at that time. The Exchange, 

therefore, proposes to amend Exchange 

Rule 2615(e)(1)(A) to no longer cancel or 

reject orders that include a time-in-force 

of RHO and either a Minimum 

Execution Quantity instruction or Post 

Only instruction when trading in a 

security is halted. As is the case with 

the above proposal regarding the 

opening process, this portion of the 

proposal is also limited to Limit Orders 

and Midpoint Peg Orders with a timein-force of RHO that include either a 

Post Only or Minimum Execution 

Quantity instruction.21

Pursuant to its re-opening process 

described under Exchange Rule 2615(e), 

the Exchange re-opens trading following 

a halt by matching buy and sell orders 

at the midpoint of the NBBO. Exchange 

Rule 2615(e)(1) provides that the reopening process will occur in the same 

manner as the opening process, with 

certain differences described above. As 

such, only orders that include a time-inforce of RHO may participate in the reopening process. As with the opening 

process, orders that include either a Post 

Only instruction or Minimum Execution 

Quantity instruction are not eligible to 

participate in the Exchange’s re-opening 

process because such orders are 

currently cancelled or rejected during a 

halt. The Exchange proposes to amend 

Exchange Rule 2615(e)(1)(A) to specify 

that orders with a time-in-force of RHO 

that include a Post Only instruction or 

a Minimum Execution Quantity 

instruction would be accepted and 


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24216 Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 

22Exchange Rule 1901 defines the term ‘‘User’’ as 

‘‘any Member or Sponsored Participant who is 

authorized to obtain access to the System pursuant 

to Exchange Rule 2602.’’ 

23Exchange Rule 2614(a)(1)(A)(i). 

24See Exchange Rule 2615(a)(1) (providing that 

orders that include a time-in-force of RHO may 

participate in the opening process and not 

specifying that orders with a Reserve Quantity are 

not eligible to participate in the opening process). 

25See supra note 9. 

26 15 U.S.C. 78f(b). 27 15 U.S.C. 78f(b)(5). 

28The order’s timestamp is the time of order entry 

unless the order is canceled or replaced pursuant 

to Exchange Rule 2614(e) and its timestamp is 

updated pursuant to Exchange Rule 2616(a)(5). 

retained during a halt but will continue 

to not be eligible to participate in the 

Exchange’s re-opening process. The 

operation of the Post Only and 

Minimum Execution Quantity 

instructions are incompatible with the 

operation of the re-opening process as 

each order instruction places a 

contingency on the order that may 

prevent an execution. Further, such 

orders not being eligible to participate 

in the Exchange’s re-opening process 

reflects current functionality and the 

Exchange understands this is consistent 

with how Equity Members would want 

their orders to be handled and with 

their expectations of the types of orders 

and order instructions that are eligible 

to participate in a re-opening process. 

As they are today, such orders, along 

with the unexecuted portion of orders 

that were eligible to participate in the 

re-opening process, will be placed on 

the MIAX Pearl Equities Book in time 

sequence, beginning with the order with 

the oldest timestamp, cancelled, 

executed, or routed to away Trading 

Centers in accordance with the terms of 

the order at the conclusion of the reopening process. 

Reserve Quantity Clarification 

The Exchange currently offers the 

Reserve Quantity instruction, which 

enables a User 22 to specify that a 

portion of their Limit Order be 

displayed and another portion of their 

order be non-displayed. The Reserve 

Quantity instruction may only be 

attached to a Limit Order.23 Today, 

Limit Orders that include a time-inforce of RHO and a Reserve Quantity are 

eligible to participate in the Exchange’s 

opening or re-opening process.24 The 

Exchange proposes to amend Exchange 

Rule 2615(a)(1) to specify that Limit 

Orders with a Reserve Quantity 

instruction may participate to the full 

extent of their Displayed Quantity and 

Reserve Quantity. This added language 

would allow the rule to reflect current 

functionality, provide market 

participants with additional specificity 

regarding the handling of Limit Orders 

with a Reserve Quantity during the 

opening and re-opening processes, and 

is substantially similar to the rules of 

other exchanges.25

Implementation 

Due to the technological changes 

associated with this proposed change, 

the Exchange will issue a trading alert 

publicly announcing the 

implementation date of this proposed 

rule change to provide Equity Members 

with adequate time to prepare for the 

associated technological changes. The 

Exchange anticipates that the 

implementation date will be in the 

second quarter of 2022. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,26 in general, and furthers the 

objectives of Section 6(b)(5),27 in 

particular, because it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, facilitate 

transactions in securities, remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system. The 

proposed rule change would remove 

impediments to a free and open market 

and promote just and equitable 

principles of trade because it would 

provide market participants with 

another venue to which to send orders 

that include a time-in-force of RHO and 

either a Post Only instruction or 

Minimum Execution Quantity 

instruction prior to 9:30 a.m. Eastern 

Time. Because the Exchange does not 

have this functionality, the Exchange 

believes that market participants have 

refrained from sending orders that 

include a time-in-force of RHO and 

either a Post Only instruction or 

Minimum Execution Quantity 

instruction prior to 9:30 a.m. Eastern 

Time. In this regard, the Exchange notes 

that the proposed new functionality 

may improve the Exchange’s market by 

attracting more order flow. The 

Exchange also believes that its proposal 

to accept new orders that include a 

time-in-force of RHO and either a Post 

Only instruction or Minimum Execution 

Quantity instruction and to retain such 

orders during a halt would also improve 

the Exchange’s market by attracting 

more order flow. Such new order flow 

will further enhance the depth and 

liquidity on the Exchange, which 

supports just and equitable principles of 

trade and benefits all market 

participants. 

Orders that include a time-in-force of 

RHO and either a Post Only instruction 

or Minimum Execution Quantity 

instruction entered prior to 9:30 a.m. 

Eastern Time or during a halt would not 

receive any priority advantage vis-a`-vis 

the unexecuted portion of orders that 

are eligible for execution in the 

Exchange’s opening or re-opening 

process. All orders, including orders 

that include a time-in-force of RHO and 

either a Post Only instruction or 

Minimum Execution Quantity 

instruction, and the unexecuted portion 

of orders that were eligible to participate 

in the opening or re-opening process 

will be placed on the MIAX Pearl 

Equities Book in time sequence based 

on their timestamp at the conclusion of 

the opening or re-opening process.28 For 

example, assume a Limit Order to sell 

100 shares with a Post Only instruction 

and time-in-force of RHO is entered at 

8:45 a.m. Eastern Time (‘‘Order 1’’), then 

a Limit Order to sell 100 shares with a 

time-in-force of RHO is entered at 9:00 

a.m. Eastern Time (‘‘Order 2’’), and then 

a Limit Order to sell 100 shares with a 

Minimum Execution Quantity 

instruction and time-in-force of RHO is 

entered at 9:15 a.m. Eastern Time 

(‘‘Order 3’’). 50 shares of Order 2 are 

executed during the Exchange’s opening 

process. These orders would be fed onto 

the MIAX Pearl Equities Book in the 

following order: Order 1 for 100 shares, 

Order 2 for 50 shares, and Order 3 for 

100 shares. Assume Order 1 increased 

its size to 200 shares via a Cancel/ 

Replace message at 9:20 a.m. causing its 

timestamp to be updated to time of the 

modification. In this case, these orders 

would be fed onto the MIAX Pearl 

Equities Book in the following order: 

Order 2 for 50 shares, Order 3 for 100 

shares, then Order 1 for 200 shares. 

Therefore, the proposal promotes just 

and equitable principles of trade 

because orders that include a time-inforce of RHO and either a Post Only 

instruction or Minimum Execution 

Quantity instruction entered prior to 

9:30 a.m. Eastern Time would not 

receive any priority advantage vis-a`-vis 

other orders when being fed onto the 

MIAX Pearl Equities Book following the 

conclusion of the Exchange’s opening or 

re-opening process. 

The Exchange believes its proposal to 

allow for the entry of orders that include 

a time-in-force of RHO and either a Post 

Only instruction or Minimum Execution 

Quantity instruction prior to 9:30 a.m. 

Eastern Time promotes just and 

equitable principles of trade because it 

is similar to functionality at other 

exchanges that allow for orders to be 

entered prior to 9:30 a.m. Eastern Time 

with a time-in-force instruction that 


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29See supra note 6. EDGX Rule 11.6(q)(2) provide 

that the Day time-in-force is an ‘‘instruction the 

User may attach to an order stating that an order 

to buy or sell which, if not executed, expires at the 

end of Regular Trading Hours.’’ Orders with a timein-force of Day on EDGX or RHO on the Exchange 

both expire at the end of Regular Trading Hours and 

are not meaningfully different other than the fact 

that on EDGX, orders with a time-in-force of Day 

are eligible for execution during EDGX’s pre-market 

trading sessions. The Exchange does not currently 

offer pre-market trading. EDGX Rule 11.1(a)(1) 

provides that EDGX will not accept orders with a 

Post Only instruction, orders with a Minimum 

Execution Quantity instruction that also include a 

time-in-force of Regular Hours Only, and all orders 

with a TIF instruction of IOC or FOK prior to either 

4:00 a.m. Eastern Time or 7:00 a.m. Eastern Time, 

as applicable. The Exchange understands that 

orders with a Post Only instruction and orders with 

a Minimum Execution Quantity instruction that 

also include a time-in-force of Regular Hours Only 

are accepted after either 4:00 a.m. Eastern Time or 

7:00 a.m. Eastern Time, as applicable, and bypass 

EDGX’s opening process. See EDGX Rule 11.7(a). 

The Exchange notes that its Post Only instruction 

and Minimum Execution Quantity instruction are 

substantially similar to EDGX’s Post Only 

instruction and Minimum Execution Quantity 

instruction. 

30See IEX Rule 11.190(b)(11)(B). 

31See IEX Rules 11.190(c)(3) and 

11.190(b)(11)(F). 32See e.g., NYSE Rule 7.31(e)(2) for a description 

of the NYSE Equity Exchange’s ALO Order. 

33See supra note 6. 

34See e.g., NYSE Rule 7.31(i)(3) for a description 

of the NYSE Equity Exchange’s MTS modifier 

including that an MTS modifier may be included 

on a Non-Displayed Limit Order. NYSE Rule 

7.18(b)(1) states that NYSE will cancel any 

unexecuted portion of a Non-Displayed Limit Order 

in a UTP security during a halt. 

35See supra note 9. 

36See supra note 6. 

allows the order to bypass that 

exchange’s opening process. The Cboe 

Equity Exchanges allow for the entry of 

Post Only and Minimum Execution 

Quantity orders with a time-in-force of 

Day prior to 9:30 a.m. Eastern Time and 

allow those orders to bypass their 

respective opening processes.29 For 

example, on EDGX, orders that include 

a time-in-force of Day that also include 

a Post Only instruction or a Minimum 

Execution Quantity instruction are 

accepted prior to 9:30 a.m. Eastern 

Time. EDGX Rule 11.7(a) further 

provides that only orders with a timein-force of RHO may participate in their 

opening. As a result, orders that include 

a time-in-force of Day that also include 

a Post Only instruction or a Minimum 

Execution Quantity instruction bypass 

EDGX’s opening processes. The 

Exchange notes that, unlike on the 

Exchange, orders that include a time-inforce of Day that also include a Post 

Only instruction or a Minimum 

Execution Quantity are eligible for 

execution prior to 9:30 a.m. Eastern 

Time on EDGX because EDGX provides 

pre-market trading and the Exchange 

does not. In addition, the Exchange 

would process such orders in time 

priority following the opening process, 

which is the same manner in which 

EDGX would process orders that 

include a time-in-force of Day and a 

Post Only instruction or a Minimum 

Execution Quantity that were not fully 

executed during EDGX’s pre-market 

trading session following their opening 

process. 

IEX similarly allows for the entry of 

Minimum Quantity Orders with a timein-force of Day 30 prior to 9:30 a.m. 

Eastern Time and allows those orders to 

bypass their opening process. IEX’s 

Minimum Quantity Order, which is 

substantially similar to the Exchange’s 

Minimum Execution Quantity 

instruction, may be entered but not 

eligible for execution prior to 9:30 a.m. 

Eastern Time and bypass IEX’s opening 

process.31 This is similar to the 

Exchange’s proposal to accept orders 

that include a time-in-force of RHO and 

a Minimum Execution Quantity 

instruction prior to 9:30 a.m. Eastern 

Time and for those orders to not be 

eligible for execution prior to 9:30 a.m. 

Eastern Time and bypass the opening 

process. 

The Exchange also believes its 

proposal to allow for the retention of 

orders that include a time-in-force of 

RHO and a Post Only instruction during 

a halt promotes just and equitable 

principles of trade because it is similar 

to functionality at other exchanges. The 

NYSE Equity Exchanges do not cancel 

ALO Orders,32 which are similar to the 

Exchange’s Post Only instruction, 

during a halt.33 For example, NYSE Rule 

7.18(b) lists the order types that NYSE 

cancels or rejects when trading in a nonNYSE listed security is halted. NYSE 

Rule 7.18(b) does not include ALO 

orders in the list of order types that 

NYSE will cancel during a halt. 

Therefore, the Exchange believes NYSE 

retains ALO orders when trading in a 

non-NYSE listed security is halted. 

The Exchange believes that, unlike as 

proposed by the Exchange, the NYSE 

Equity Exchanges do not accept ALO 

orders when trading in a non-NYSE 

listed security is halted. The Exchange 

also believes that the NYSE Equity 

Exchanges do not accept new orders 

with a Minimum Trade Size (‘‘MTS’’) 

modifier 34 and cancel existing ones 

during a halt. Notwithstanding these 

differences, the Exchange believes the 

Exchange’s proposal to accept and 

retain orders with a Post Only 

instruction or Minimum Execution 

Quantity instruction during a halt 

would promote just and equitable 

principles of trade by providing such 

orders with increased execution 

opportunities once the re-opening 

process concludes. The Exchange also 

believes that its proposal promotes 

efficiency because the Exchange would 

accept or retain orders that include a 

time-in-force of RHO and either a Post 

Only instruction or Minimum Execution 

Quantity instruction when not engaged 

in continuous trading and an Equity 

Member would not need to resubmit 

such orders when continuous trading 

commences following a halt. The 

Exchange also believes that its proposal 

to accept new orders that include a 

time-in-force of RHO and either a Post 

Only instruction or Minimum Execution 

Quantity instruction and to retain such 

orders during a halt would also improve 

the Exchange’s market by attracting 

more order flow. Such new order flow 

will further enhance the depth and 

liquidity on the Exchange, which 

supports just and equitable principles of 

trade and benefits all market 

participants. 

The Exchange believes its proposal to 

amend Exchange Rule 2615(a)(1) to 

specify that Limit Orders with a Reserve 

Quantity may participate in the opening 

and re-opening processes to the full 

extent of their Displayed Quantity and 

Reserve Quantity promotes just and 

equitable principles of trade and 

removes impediments to and perfects 

the mechanism of a free and open 

market and a national market system 

because this added language provides 

market participants with additional 

specificity within the rule regarding the 

handling of Limit Orders with a Reserve 

Quantity during the opening and reopening processes, thereby avoiding any 

potential investor confusion. Further, 

this proposed change does not raise any 

new or novel issues because it is based 

on the rules of other exchanges.35

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 Exchange believes that the 

proposal will not impose any burden on 

inter-market competition, but rather 

promote competition by enhancing the 

Exchange’s functionality and expanding 

the times when certain orders may be 

submitted. The proposed rule change 

would improve inter-market 

competition because it will enable the 

Exchange to offer functionality 

substantially similar to that offered by 

the Cboe Equity Exchanges, NYSE 

Equity Exchanges, and IEX.36 The 

Exchange believes its lack of this 

functionality has put it at a competitive 


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24218 Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 

37 15 U.S.C. 78s(b)(3)(A). 

38 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. 39 17 CFR 200.30–3(a)(12). 

disadvantage as market participants that 

seek to enter orders with a Post Only or 

Minimum Execution Quantity 

instruction prior to 9:30 a.m. Eastern 

Time or during a halt have avoided 

sending orders to the Exchange. The 

Exchange believes that its proposal 

promotes competition because it is 

designed to attract liquidity to the 

Exchange and improve the overall 

quality of the MIAX Pearl Equities Book. 

The Exchange believes that the 

proposal will not impose any burden on 

intra-market competition because it 

would be available to all Equity 

Members. Any Equity Member that 

seeks to enter orders that include a timein-force of RHO and either a Post Only 

instruction or Minimum Execution 

Quantity instruction prior to 9:30 a.m. 

Eastern Time or during a halt would be 

free to do so on the Exchange. All orders 

that include a time-in-force of RHO and 

either a Post Only instruction or 

Minimum Execution Quantity 

instruction entered prior to 9:30 a.m. 

Eastern Time or during a halt would be 

treated equally and no order would 

receive any priority advantage vis-a`-vis 

other orders when being fed onto the 

MIAX Pearl Equities Book following the 

conclusion of the Exchange’s opening or 

re-opening process. 

Finally, the proposed clarification to 

Exchange Rule 2615(a)(1) would not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act 

because it better aligns the rule with 

System functionality by providing 

additional specificity and avoiding 

potential investor confusion. 

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 

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 after the date of 

the filing, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to 19(b)(3)(A) 

of the Act 37 and Rule 19b–4(f)(6) 38

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2022–14 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–2022–14. 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 (https://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–PEARL–2022–14, and 

should be submitted on or before May 

13, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–08568 Filed 4–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the Securities and 

Exchange Commission Small Business 

Capital Formation Advisory Committee 

will hold a public meeting on Friday, 

May 6, 2022, via videoconference. 

PLACE: The meeting will be conducted 

by remote means (videoconference) and/ 

or at the Commission’s headquarters, 

100 F Street NE, Washington, DC 20549. 

Members of the public may watch the 

webcast of the meeting on the 

Commission’s website at www.sec.gov. 

STATUS: The meeting will begin at 10:00 

a.m. (ET) and will be open to the public. 

This Sunshine Act notice is being 

issued because a majority of the 

Commission may attend the meeting. 

MATTERS TO BE CONSIDERED: The agenda 

for the meeting includes matters relating 

to rules and regulations affecting small 

and emerging businesses and their 

investors under the federal securities 

laws. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

(Authority: 5 U.S.C. 552b.) 

Dated: April 20, 2022. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2022–08767 Filed 4–20–22; 4:15 pm] 

BILLING CODE 8011–01–P 


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