29986 Federal Register / Vol. 87, No. 95 / Tuesday, May 17, 2022 / Notices 

29 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78a et seq. 

2 15 U.S.C. 78c(a)(71). 

3See Exchange Act Section 3(a)(71)(D). 

4See Exchange Act Rule 3a71–2(a); Further 

Definition of ‘‘Swap Dealer,’’ ‘‘Security-Based Swap 

Dealer,’’ ‘‘Major Swap Participant,’’ ‘‘Major 

Security-Based Swap Participant’’ and ‘‘Eligible 

Contract Participant,’’ Release No. 34–66868 (Apr. 

27, 2012) [77 FR 30596, 30727 (May 23, 2012)]. 

5The higher phase-in levels of de minimis 

security-based swap dealing activity are not 

available to the extent that a person engages in 

security-based swap dealing activity with 

counterparties that are natural persons, other than 

natural persons who qualify as eligible contract 

participants by virtue of section 1a(18)(A)(xi)(II) of 

the Commodity Exchange Act, 7 U.S.C. 

1a(18)(A)(xi)(II). See Exchange Act Rule 3a71– 

2(a)(2)(i). 

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–FINRA–2022–011. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of FINRA. 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–FINRA– 

2022–011 and should be submitted on 

or before June 7, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10508 Filed 5–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94896/May 11, 2022] 

Data Collection Initiation Date and 

Contingent Phase-In Termination Date 

for the De Minimis Notional Thresholds 

of Security-Based Swap Dealing 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Commission announcement. 

SUMMARY: The definition of ‘‘securitybased swap dealer’’ is subject to a de 

minimis exception whereby a person is 

deemed not to be a security-based swap 

dealer as a result of security-based swap 

dealing activity that falls below certain 

de minimis thresholds. These de 

minimis thresholds are subject to 

temporarily higher, phase-in levels of 

security-based swap dealing activity 

that will be in effect until the ‘‘phasein termination date.’’ The phase-in 

termination date will be determined in 

part by reference to a ‘‘data collection 

initiation date.’’ The Commission is 

making this announcement to confirm 

that the data collection initiation date 

was November 8, 2021, and, absent 

additional Commission action, the 

phase-in termination date shall be 

November 8, 2026. 

DATES: The data collection initiation 

date referenced in 17 CFR 240.3a71–2 

and 240.3a71–2A, was November 8, 

2021. Absent additional action by the 

Commission pursuant to 17 CFR 

240.3a71–2(a)(2)(ii)(A), the phase-in 

termination date will be November 8, 

2026. 

FOR FURTHER INFORMATION CONTACT: 

Carol McGee, Assistant Director, Laura 

Compton, Senior Special Counsel, 

Office of Derivatives Policy, Division of 

Trading and Markets, at (202) 551–5870. 

SUPPLEMENTARY INFORMATION: For 

purposes of this announcement, the 

Commission uses the following terms: 

Commission reference CFR citation (17 CFR) 

Securities Exchange Act of 1934 1 (‘‘Exchange Act’’): 

Rule 3a71–2 ...................................................................................... § 240.3a71–2. 

Rule 3a71–2(a) .................................................................................. § 240.3a71–2(a). 

Rule 3a71–2(a)(1)(i) .......................................................................... § 240.3a71–2(a)(1)(i). 

Rule 3a71–2(a)(1)(ii) ......................................................................... § 240.3a71–2(a)(1)(ii). 

Rule 3a71–2(a)(2)(i) .......................................................................... § 240.3a71–2(a)(2)(i). 

Rule 3a71–2(a)(2)(ii)(A) .................................................................... § 240.3a71–2(a)(2)(ii)(A). 

Rule 3a71–2(a)(2)(ii)(B) .................................................................... § 240.3a71–2(a)(2)(ii)(B). 

Rule 3a71–2(a)(2)(iii) ........................................................................ § 240.3a71–2(a)(2)(iii). 

Rule 3a71–2A .................................................................................... § 240.3a71–2A. 

Rule 3a71–2A(a)(1) ........................................................................... § 240.3a71–2A(a)(1). 

Rule 3a71–2A(b) through (c) ............................................................ §§ 240.3a71–2A(b) through (c). 

Rule 3a71–2A note ........................................................................... § 240.3a71–2A note. 

Regulation SBSR .............................................................................. §§ 242.900 through 242.909. 

Background 

Section 3(a)(71) of the Exchange Act 2

defines the term ‘‘security-based swap 

dealer’’ (‘‘SBSD’’) and provides in 

relevant part that a person shall be 

deemed not to be an SBSD as a result 

of security-based swap dealing activity 

that falls below certain de minimis 

thresholds.3 In 2012, the Commission 

adopted Exchange Act Rule 3a71–2(a), 

which provides that to qualify for this 

de minimis exception, all security-based 

swap positions connected with the 

person’s and its affiliates’ dealing 

activity over the immediately preceding 

twelve months must fall below three 

separate thresholds.4 Two of the 

thresholds are subject to temporarily 

higher, phase-in levels of aggregate gross 

notional amounts of de minimis 

security-based swap dealing activity.5

For credit default swaps that are 

security-based swaps, the de minimis 

threshold is an aggregate gross notional 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 95 / Tuesday, May 17, 2022 / Notices 29987 

6Exchange Act Rule 3a71–2(a)(1)(i). 

7Exchange Act Rule 3a71–2(a)(1)(ii). 

8Exchange Act Rule 3a71–2(a)(2)(i). 

9 15 U.S.C. 78o–10. 

10See Cross-Border Application of Certain 

Security-Based Swap Requirements, Release No. 

34–87780 (Dec. 18, 2019) [85 FR 6270, 6345 (Feb. 

4, 2020)] (‘‘Cross-Border Amendments Release’’). In 

the Cross-Border Amendments Release, the 

Commission set the compliance date for registration 

and regulatory requirements for SBSDs and major 

security-based swap participants as 18 months after 

the effective date described therein; that effective 

date was 60 days after publication of the CrossBorder Amendments Release in the Federal 

Register. The Cross-Border Amendments Release 

was published in the Federal Register on Feb. 4, 

2020; 60 days after that date was Apr. 6, 2020. 

Eighteen months after Apr. 6, 2020, was Oct. 6, 

2021. 

11The first compliance date for Regulation SBSR 

with respect to a security-based swap asset class 

was the first Monday that was the later of: (1) Six 

months after the date on which the first securitybased swap data repository that can accept 

transaction reports in that asset class registers with 

the Commission; or (2) one month after the 

compliance date for registration and regulatory 

requirements for SBSDs and major security-based 

swap participants. See Cross-Border Amendments 

Release, 85 FR 6346. DTCC Data Repository (U.S.), 

LLC registered as a security-based swap data 

repository for credit and equity asset classes (i.e., 

the asset classes referenced in Exchange Act Rule 

3a71–2(a)(2)(iii)) on May 7, 2021. See SecurityBased Swap Data Repositories; DTCC Data 

Repository (U.S.), LLC; Order Approving 

Application for Registration as a Security-Based 

Swap Data Repository, Release No. 34–91798 (May 

7, 2021) [86 FR 26115 (May 12, 2021)]. Nov. 8, 

2021, was both the first Monday that was six 

months after May 7, 2021, and the first Monday that 

was one month after the Oct. 6, 2021, compliance 

date for registration and regulatory requirements for 

SBSDs and major security-based swap participants. 

See also SEC Approves Registration of First 

Security-Based Swap Data Repository; Sets the First 

Compliance Date for Regulation SBSR, Press 

Release No. 2021–80 (May 7, 2021), available at 

https://www.sec.gov/news/press-release/2021-80 

(‘‘Today’s SEC action sets Nov. 8, 2021, as the first 

compliance date for Regulation SBSR, which 

governs regulatory reporting and public 

dissemination of security-based swap 

transactions.’’). 

12See Exchange Act Rule 3a71–2A note. As 

appropriate, based on the availability of data and 

information, the report generally should assess 

whether any of the de minimis thresholds should 

be increased or decreased. See Exchange Act Rule 

3a71–2A(a)(1). The Commission intends to consider 

this report in reviewing the effect and application 

of the de minimis thresholds based on the evolution 

of the security-based swap market following the 

implementation of the registration and regulatory 

requirements of Exchange Act Section 15F; the 

report may also be informative as to potential 

changes to the rules further defining the term 

‘‘security-based swap dealer.’’ See Exchange Act 

Rule 3a71–2A note. The Commission directed staff 

also to report on the rules and interpretations 

further defining the Exchange Act’s definition of the 

term ‘‘major security-based swap participant,’’ to 

which the de minimis thresholds in Exchange Act 

Rule 3a71–2 do not apply. 

13See Exchange Act Rule 3a71–2A(b) through (c). 

14See Exchange Act Rule 3a71–2(a)(2)(ii)(A). 

15Exchange Act Rule 3a71–2(a)(2)(ii)(B). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

amount of no more than $3 billion, 

subject to a phase-in level of an 

aggregate gross notional amount of no 

more than $8 billion.6 For securitybased swaps that are not credit default 

swaps, the de minimis threshold is an 

aggregate gross notional amount of no 

more than $150 million, subject to a 

phase-in level of an aggregate gross 

notional amount of no more than $400 

million.7

The phase-in period for these de 

minimis security-based swap dealing 

activity thresholds is available until the 

‘‘phase-in termination date.’’ 8 The 

phase-in termination date, in turn, 

depends in part on the ‘‘data collection 

initiation date’’ established pursuant to 

Exchange Act Rule 3a71–2(a)(2)(iii). 

That rule provides that the data 

collection initiation date was the later of 

(1) the last compliance date for the 

registration and regulatory requirements 

for SBSDs and major security-based 

swap participants under Exchange Act 

Section 15F,9 and (2) the first date on 

which compliance with the trade-bytrade reporting rules for credit-related 

and equity-related security-based swaps 

to a registered security-based swap data 

repository is required. With respect to 

the first prong of Exchange Act Rule 

3a71–2(a)(2)(iii), the compliance date 

for registration and regulatory 

requirements for SBSDs and major 

security-based swap participants under 

Exchange Act Section 15F was October 

6, 2021.10 With respect to the second 

prong of Exchange Act Rule 3a71– 

2(a)(2)(iii), on May 7, 2021, DTCC Data 

Repository registered with the 

Commission, which definitively set 

November 8, 2021, as the first 

compliance date for Regulation SBSR’s 

requirements regarding reporting of 

credit-related and equity-related 

security-based swaps.11 Pursuant to 

Exchange Act Rule 3a71–2(a)(2)(iii), the 

data collection initiation date thus was 

November 8, 2021. 

The phase-in termination date is 

determined through a separate 

mechanism that depends in part on the 

data collection initiation date and also, 

as explained below, in part upon the 

timing of a Commission staff report 

addressing the rules and interpretations 

further defining the Exchange Act’s 

definition of the term ‘‘security-based 

swap dealer,’’ including the de minimis 

exception to that definition.12 The 

report must be published in the Federal 

Register for public comment no later 

than three years following the data 

collection initiation date, or November 

8, 2024, and could be published 

earlier.13 Nine months after the 

publication of the report, the 

Commission may by order either 

terminate the phase-in period for the de 

minimis thresholds or provide notice of 

its determination that it is necessary or 

appropriate in the public interest to 

propose through rulemaking an 

alternative to the $3 billion and $150 

million de minimis thresholds. The 

Commission’s order in either case shall 

establish the phase-in termination 

date.14 Alternatively, if the phase-in 

termination date has not been 

previously established in such an order, 

the phase-in termination date shall be 

five years after the data collection 

initiation date,15 or November 8, 2026. 

Commission Announcement 

The data collection initiation date 

referenced in Exchange Act Rules 3a71– 

2 and 3a71–2A was November 8, 2021. 

Absent additional Commission action 

establishing the phase-in termination 

date pursuant to Exchange Act Rule 

3a71–2(a)(2)(ii)(A), the phase-in 

termination date shall be November 8, 

2026. 

By the Commission. 

Dated: May 11, 2022. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2022–10511 Filed 5–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94894; File No. SR–BOX– 

2022–17] 

Self-Regulatory Organizations; BOX 

Exchange LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the Fee 

Schedule on the BOX Options Market 

LLC Facility To Adopt Electronic 

Market Maker Trading Permit Fees 

May 11, 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 27, 

2022, BOX Exchange LLC (‘‘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 Exchange filed the proposed rule 

change pursuant to Section 

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

19b–4(f)(2) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 


khammond on DSKJM1Z7X2PROD with NOTICES