31590 Federal Register / Vol. 87, No. 100 / Tuesday, May 24, 2022 / Notices 

9 In particular, the ICE proposal increased ICE’s 

total number of authorized shares of ICE common 

stock in order to effectuate a 5-for-1 stock split by 

way of a stock dividend. See Securities Exchange 

Act Release No. 78992 (September 29, 2016), 81 FR 

69092 (October 5, 2016) (SR–NYSE–2016–57, SR– 

NYSEArca–2016–119, and SR–NYSEMKT–2016– 

80) (hereinafter, ‘‘ICE Approval’’). 

10 15 U.S.C. 78s(b)(3)(A). 11 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 Exchange 

has satisfied this requirement. 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3A ‘‘complex order’’ is any order involving the 

concurrent purchase and/or sale of two or more 

different options in the same underlying security 

(the ‘‘legs’’ or ‘‘components’’ of the complex order), 

for the same account, in a ratio that is equal to or 

greater than one-to-three (.333) and less than or 

equal to three-to-one (3.00) and for the purposes of 

executing a particular investment strategy. Minioptions may only be part of a complex order that 

includes other mini-options. Only those complex 

orders in the classes designated by the Exchange 

and communicated to Members via Regulatory 

Circular with no more than the applicable number 

of legs, as determined by the Exchange on a classby-class basis and communicated to Members via 

Regulatory Circular, are eligible for processing. See 

Exchange Rule 518(a)(5). 

4The ‘‘Simple Order Book’’ is the Exchange’s 

regular electronic book of orders and quotes. See 

Exchange Rule 518(a)(15). 

Incorporation to effectuate a similar 

stock split as proposed by the Exchange 

herein.9 As such, the Exchange does not 

believe that its proposal raises any new 

or novel issues not already considered 

by the Commission. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates solely to the number of 

authorized shares of Common Stock and 

shares of capital stock of the Company 

and not to the operations of the 

Exchange, the Exchange does not 

believe that the proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or 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 from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 10 and Rule 19b– 

4(f)(6) thereunder.11

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– 

Phlx–2022–21 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–Phlx–2022–21. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–Phlx–2022–21 and should 

be submitted on or before June 14, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–11060 Filed 5–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94939; File No. SR–MIAX– 

2022–21] 

Self-Regulatory Organizations; Miami 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Delay Implementation of an 

Amendment to Rule 518, Complex 

Orders, To Permit Legging Through 

the Simple Market 

May 18, 2022. 

Pursuant to the provisions of 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 May 11, 2022, Miami International 

Securities Exchange, LLC (‘‘MIAX 

Options’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) a 

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 proposal to 

delay implementation of the change to 

allow a component of a complex order 3

that legs into the Simple Order Book 4 to 


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Federal Register / Vol. 87, No. 100 / Tuesday, May 24, 2022 / Notices 31591 

5The term ‘‘NBBO’’ means the national best bid 

or offer as calculated by the Exchange based on 

market information received by the Exchange from 

the appropriate Securities Information Processor 

(‘‘SIP’’). See Exchange Rule 518(a)(14). 

6See Securities Exchange Release No. 87440 

(November 1, 2019), 84 FR 60117 (November 7, 

2019) (SR–MIAX–2019–45). 

7See Securities Exchange Release No. 92090 

(June 2, 2021), 85 FR 77321 (June 8, 2021) (SR– 

MIAX–2021–22). 

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

9 15 U.S.C. 78f(b)(5). 

10 15 U.S.C. 78s(b)(3)(A). 

11 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. 

execute at a price that is outside the 

NBBO.5

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/ at MIAX Options’ 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 

On October 22, 2019, the Exchange 

filed a proposed rule change to amend 

subsection (c)(2)(iii) of Exchange Rule 

518, Complex Orders, to remove the 

provision which provides that a 

component of a complex order that legs 

into the Simple Order Book may not 

execute at a price that is outside the 

NBBO.6 The proposed rule change 

indicated that the Exchange would 

announce the implementation date of 

the proposed rule change by Regulatory 

Circular to be published no later than 90 

days following the operative date of the 

proposed rule. The implementation date 

will be no later than 90 days following 

the issuance of the Regulatory Circular. 

The Exchange delayed the 

implementation of this functionality 

until the second quarter of 2022.7 The 

Exchange now proposes to delay the 

implementation of this functionality 

until the fourth quarter of 2022. 

The Exchange proposes this delay in 

order to allow the Exchange to complete 

its reprioritization of its software 

delivery and release schedule as a result 

of a shift in priorities due to the impact 

the coronavirus pandemic has had on 

Exchange operations. The Exchange will 

issue a Regulatory Circular notifying 

market participants at least 45 days 

prior to implementing this functionality. 

2. Statutory Basis 

The Exchange believes that its 

proposed rule change is consistent with 

Section 6(b) of the Act 8 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act 9 in particular, in that 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 

mechanisms of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest by allowing the 

Exchange additional time to plan and 

implement the proposed functionality. 

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’s proposal to delay the 

implementation of the proposed 

functionality does not impose an undue 

burden on competition. Delaying the 

implementation will simply allow the 

Exchange additional time to properly 

plan and implement the proposed 

functionality. 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intramarket competition 

as the delay will apply equally to all 

Members of the Exchange. 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intermarket competition 

as the proposal is to delay the 

implementation of approved 

functionality which affects MIAX 

Members only and does not impact 

intermarket competition. 

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 10 and Rule 19b–4(f)(6) 11

thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2022–21 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–MIAX–2022–21. 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 


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31592 Federal Register / Vol. 87, No. 100 / Tuesday, May 24, 2022 / Notices 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4Ending Forced Arbitration of Sexual Assault and 

Sexual Harassment Act of 2021, Public Law 117– 

90, 136 Stat. 26 (2022). The Act applies with respect 

to any dispute or claim that arises or accrues on or 

after the date of enactment of the Act. 

5 9 U.S.C. 2. 

6The Act also permits persons alleging conduct 

constituting a sexual assault dispute or sexual 

harassment dispute to elect not to enforce 

predispute joint-action waivers in cases that relate 

to those disputes. The Act defines ‘‘predispute 

joint-action waiver’’ as an agreement that ‘‘would 

prohibit, or waive the right of, one of the parties to 

the agreement to participate in a joint, class, or 

collective action in a judicial, arbitral, 

administrative, or other forum, concerning a 

dispute that has not yet arisen at the time of the 

making of the agreement.’’ See supra note 4. FINRA 

rules are consistent with this provision of the Act 

because FINRA rules provide that class action and 

statutory collective action claims may not be 

arbitrated under the Code. See FINRA Rule 13204. 

7See H.R. Rep. No. 117–234, at 18 (2022) (‘‘The 

Committee states that pursuant to clause 3(c)(4) of 

House Rule XIII, H.R. 4445 improves access to 

justice for survivors of sexual assault and 

harassment by allowing these parties to elect 

arbitration after a dispute has arisen’’). The 

applicability of the Act to an agreement to arbitrate 

and the validity and enforceability of an agreement 

to which the Act applies shall be determined by a 

court, rather than an arbitrator, irrespective of 

whether the party resisting arbitration challenges 

the arbitration agreement specifically or in 

conjunction with other terms of the contract 

containing such agreement, and irrespective of 

whether the agreement purports to delegate such 

determinations to an arbitrator. See supra note 4. 

8FINRA Rule 13100(bb) provides that ‘‘[t]he term 

‘statutory employment discrimination claim’ means 

a claim alleging employment discrimination, 

including a sexual harassment claim, in violation of 

a statute.’’ FINRA rules do not explicitly address 

the treatment of sexual assault claims. 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MIAX–2022–21, and 

should be submitted on or before June 

14, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–11063 Filed 5–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94942; File No. SR–FINRA– 

2022–012] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend FINRA Rule 

13000 Series (Code of Arbitration 

Procedure for Industry Disputes) To 

Align the Code With the Ending Forced 

Arbitration of Sexual Assault and 

Sexual Harassment Act of 2021 

May 18, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on May 13, 2022, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by FINRA. FINRA 

has designated the proposed rule change 

as constituting a ‘‘non-controversial’’ 

rule change under paragraph (f)(6) of 

Rule 19b–4 under the Exchange Act,3

which renders the proposed rule change 

effective upon receipt of this filing by 

the Commission. 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 

FINRA is proposing to amend the 

Code of Arbitration Procedure for 

Industry Disputes (‘‘Code’’) to align the 

Code with the Ending Forced 

Arbitration of Sexual Assault and 

Sexual Harassment Act of 2021 (‘‘Act’’). 

The proposed rule change would also 

make a conforming amendment to 

FINRA Rule 2263. 

The text of the proposed rule change 

is available on FINRA’s website at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

Background 

The Act was signed into law on 

March 3, 2022, and took effect 

immediately.4 The Act amends Title 9 

of the Federal Arbitration Act 5 by 

providing in relevant part: 

Notwithstanding any other provision of 

this title, at the election of the person 

alleging conduct constituting a sexual 

harassment dispute or sexual assault dispute, 

or the named representative of a class or in 

a collective action alleging such conduct, no 

predispute arbitration agreement or 

predispute joint-action waiver shall be valid 

or enforceable with respect to a case which 

is filed under Federal, Tribal, or State law 

and relates to the sexual assault dispute or 

the sexual harassment dispute. 

The Act prohibits mandatory 

arbitration of sexual assault and sexual 

harassment claims by permitting 

persons alleging conduct constituting a 

sexual assault dispute or sexual 

harassment dispute to elect not to 

enforce predispute arbitration 

agreements in cases that relate to those 

disputes.6 However, the Act does not 

prohibit parties from agreeing to 

arbitrate such claims after a dispute has 

arisen.7

FINRA Rule 13201 relates to the 

arbitration at FINRA Dispute Resolution 

Services’ (‘‘DRS’’) forum of statutory 

employment discrimination claims (‘‘SD 

claims’’).8 Specifically, FINRA Rule 

13201(a) provides that ‘‘[an SD claim] is 

not required to be arbitrated under the 

Code. Such a claim may be arbitrated 

only if the parties have agreed to 

arbitrate it either before or after the 

dispute arose.’’ Although FINRA rules 

do not require arbitration of SD claims 

under the Code, in practice, 

employment agreements may require 


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