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18See Amended and Restated By-Laws of Miami 

International Securities Exchange LLC (‘‘MIAX’’), 

Section 2.02(a) and First Amended and Restated 

Bylaws of Long-Term Stock Exchange, Inc. 

(‘‘LTSE’’), Section 3.3(b). The bylaws of The 

Options Clearing Corporation (‘‘OCC’’), another selfregulatory organization, also provide for a similar 

staggered board consisting of three classes. See OCC 

By-Laws, Article III, Section 3. 

19See Exchange Act Release No. 57322 (File No. 

10–182), Exhibit A.3 of the BATS Exchange Inc. 

Form 1 Application, as modified by Amendment 

No. 1, (Amended and Restated By-Laws of BATS 

Exchange Inc. at Section 3(b)) (February 13, 2008), 

available at https://www.sec.gov/rules/other/2008/ 

34-57322_application.htm#exhibit-a, and Exchange 

Act Release No. 60651 (File No. 10–193), Exhibit 

A.3 of the EDGX Exchange Inc. Form 1 Application, 

as modified by Amendment No. 1 (Amended and 

Restated Bylaws of EDGX Exchange Inc. at Section 

3(b)) (September 11, 2009), available at https://

www.sec.gov/rules/other/2009/edgx-f1- 

application.htm#exhibit-a. 

20See Exchange Act Release No. 69164, 78 FR 

17727 (March 22, 2013) (SR–ISE–2013–07). 

21 15 U.S.C. 78f(b)(8). 

22 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

exchanges.18 Other exchanges have 

historically also operated with a 

substantially similar staggered board 

structure, including the BATS Exchange 

Inc. and EDGX Exchange Inc. and EDGA 

Exchange Inc. prior to their business 

combination with CBOE Holdings 

Inc.,19 as well as International Securities 

Exchange, LLC prior to 2013.20

Accordingly, the Exchange’s proposed 

staggered Board structure does not 

present any novel considerations that 

the Commission has not previously 

considered. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act.21

The proposed rule change is concerned 

only with the governance structure and 

internal administration of the Exchange 

Board and would establish a staggered 

Board structure that is substantially 

similar to the existing board structure of 

other exchanges and self-regulatory 

organizations. As a result, the Exchange 

does not believe that the proposed rule 

change would result in any burden on 

competition or other competitionrelated considerations between or 

among Exchange Participants or 

between different exchanges. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BOX–2022–19 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–BOX–2022–19. 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–BOX–2022–19, and should 

be submitted on or before July 27, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–14289 Filed 7–5–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95177; File No. SR– 

EMERALD–2022–22] 

Self-Regulatory Organizations: MIAX 

Emerald, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 1900, Registration Requirements, 

Exchange Rule 1903, Continuing 

Education Requirements, and 

Exchange Rule 1904, Electronic Filing 

Requirements for Uniform Forms 

June 29, 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 June 28, 2022, MIAX Emerald, LLC 

(‘‘MIAX Emerald’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Exchange Rule 1903, Continuing 

Education Requirements. The proposed 

rule change also makes conforming 

amendments to Exchange Rule 1900, 

Registration Requirements. Among other 

changes, the proposed rule change 

requires that the Regulatory Element of 

continuing education be completed 

annually rather than every three years 


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3See Securities Exchange Act Release Nos. 92183 

(June 15, 2021), 86 FR 33427 (June 24, 2021) (SR– 

FINRA–2021–15); and 93097 (September 21, 2021), 

86 FR 53358 (September 27, 2021) (SR–FINRA– 

2021–15). 4See, e.g., Securities Exchange Act Release Nos. 

94400 (March 11, 2022), 87 FR 15286 (March 17, 

2022) (SR–NASDAQ–2022–021); 92562 (August 4, 

2021), 86 FR 143701 (August 10, 2021) (SR–CBOE– 

2021–043); 94794 (April 26, 2022), 87 FR 25683 

(May 2, 2022) (SR–BOX–2022–016); 94429 (March 

16, 2022), 87 FR 16268 (March 22, 2022) (SR– 

MEMX–2022–05); and 95140 (June 22, 2022) (SR– 

MIAX–2022–23). 

5See Securities Exchange Act Release No. 91262 

(March 5, 2021), 86 FR 13935 (March 11, 2021) (SR– 

FINRA–2021–003). 

6See supra notes 3 and 5. 

7The term ‘‘Member’’ means an individual or 

organization approved to exercise the trading rights 

associated with a Trading Permit. Members are 

deemed ‘‘members’’ under the Exchange Act. See 

Exchange Rule 100. 

8See Exchange Rules 1900 and 1903. 

9See Exchange Rule 1903(a)(1). An individual’s 

registration anniversary date is generally the date 

they initially registered with the Exchange in the 

Central Registration Depository (‘‘CRD®’’) system. 

However, an individual’s registration anniversary 

date would be reset if the individual has been out 

of the industry for two or more years and is 

required to requalify by examination, or obtain an 

examination waiver, in order to reregister. An 

individual’s registration anniversary date would 

also be reset if the individual obtains a conditional 

examination waiver that requires them to complete 

the Regulatory Element by a specified date. Nonregistered individuals who are participating in the 

waiver program under Exchange Rule 1900, 

Interpretation and Policy .09, Waiver of 

Examinations for Individuals Working for a 

Financial Services Industry Affiliate of a Member, 

(‘‘FSAWP participants’’) are also subject to the 

Regulatory Element. See also Exchange Rule 

1903(a)(5), Definition of Covered Person. The 

Regulatory Element for FSAWP participants 

correlates to their most recent registration(s), and it 

must be completed based on the same cycle had 

they remained registered. FSAWP participants are 

eligible for a single, fixed seven-year waiver period 

from the date of their initial designation, subject to 

specified conditions. Registered persons who 

become subject to a significant disciplinary action, 

as specified in Exchange Rule 1903(a)(3), 

Disciplinary Actions, may be required to retake the 

Regulatory Element within 120 days of the effective 

date of the disciplinary action, if they remain 

registered. Further, their cycle for participation in 

the Regulatory Element may be adjusted to reflect 

the effective date of the disciplinary action rather 

than their registration anniversary date. 

10See Exchange Rule 1903(a)(2). 11See id. Individuals must complete the entire 

Regulatory Element session to be considered to 

have ‘‘completed’’ the Regulatory Element; partial 

completion is the same as non-completion. 12This CE inactive two-year period is calculated 

from the date such persons become CE inactive, and 

it continues to run regardless of whether they 

terminate their registrations before the end of the 

two-year period. Therefore, if registered persons 

terminate their registrations while in a CE inactive 

status, they must satisfy all outstanding Regulatory 

Element prior to the end of the CE inactive two-year 

period in order to reregister with a Member without 

having to requalify by examination or having to 

obtain an examination waiver. 

13The S101 (General Program for Registered 

Persons) and the S201 (Registered Principals and 

Supervisors). For more information on both 

subprograms, see Content Outline for the S101 

Regulatory Element Program, available at https://

www.finra.org/sites/default/files/S101P_Outline.pdf 

and Content Outline for the S201 Regulatory 

Element Program, available at https://

www.finra.org/sites/default/files/2020-11/s201.pdf. 

14The current content is presented in a single 

format leading individuals through a case that 

provides a story depicting situations that they may 

encounter in the course of their work. 

and provide a path through continuing 

education for individuals to maintain 

their qualification following the 

termination of a registration. The 

Exchange also proposes to amend its 

manual signature requirements in 

Exchange Rule 1904, Electronic Filing 

Requirements for Uniform Forms. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/emerald, at MIAX Emerald’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 proposes to amend 

Exchange Rules 1900 and 1903. This 

proposed rule change is based on a 

filing recently submitted by the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) 3 and is 

intended to harmonize the Exchange’s 

registration rules with those of FINRA 

so as to promote uniform standards 

across the securities industry.4 The 

Exchange also proposes to amend its 

manual signature requirements in 

Exchange Rule 1904, Electronic Filing 

Requirements for Uniform Forms, to 

align with changes FINRA has made to 

similar rules.5 Each change is discussed 

in detail below. 

The proposed changes are based on 

the changes filed with the Commission 

in SR–FINRA–2021–003 and SR– 

FINRA–2021–015.6 The Exchange 

proposes to adopt such changes 

substantially in the same form as 

proposed by FINRA, with only minor 

changes necessary to conform to the 

Exchange’s existing rules such as to 

remove cross-references and rules that 

are applicable to FINRA members but 

not to Exchange Members.7

Continuing Education Rules 

i. Background 

The continuing education program for 

registered persons of broker-dealers 

(‘‘CE Program’’) currently requires 

registered persons to complete 

continuing education consisting of a 

Regulatory Element and a Firm Element. 

The Regulatory Element, which is 

administered by FINRA on behalf of the 

Exchange, focuses on regulatory 

requirements and industry standards, 

while the Firm Element is provided by 

each firm and focuses on securities 

products, services, and strategies the 

firm offers, firm policies, and industry 

trends. The CE Program is codified 

under the rules of the self-regulatory 

organizations (‘‘SROs’’). The CE 

Program for registered persons of 

Exchange Members is codified under 

Exchange Rules 1900 and 1903.8

a. Regulatory Element 

Exchange Rule 1903(a), Regulatory 

Element, currently requires a registered 

person to complete the applicable 

Regulatory Element initially within 120 

days after the person’s second 

registration anniversary date, and 

thereafter, within 120 days after every 

third registration anniversary date.9 The 

Exchange may extend these time frames 

for good cause shown.10 Registered 

persons who have not completed the 

Regulatory Element within the 

prescribed time frames will have their 

Exchange registrations deemed inactive 

and will be designated as ‘‘CE inactive’’ 

in the CRD system until the 

requirements of the Regulatory Element 

have been satisfied.11 A CE inactive 

person is prohibited from performing, or 

being compensated for, any activities 

requiring Exchange registration, 

including supervision. Moreover, if 

registered persons remain CE inactive 

for two consecutive years, they must 

requalify by retaking required 

examinations (or obtain a waiver of the 

applicable qualification 

examinations).12

The Regulatory Element consists of a 

subprogram for registered persons 

generally, and a subprogram for 

principals and supervisors.13 While 

some of the current Regulatory Element 

content is unique to particular 

registration categories, most of the 

content has broad application to both 

representatives and principals.14

The Regulatory Element was 

originally designed at a time when most 


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15 ‘‘Covered registered persons’’ means any 

person registered with the Exchange pursuant to 

Rule 1900, including any person who is 

permissively registered pursuant to Exchange Rule 

1900, Interpretation and Policy .02, and any person 

who is designated as eligible for a waiver pursuant 

to Exchange Rule 1900, Interpretation and Policy 

.09. See Exchange Rule 1903(a)(5). 

16See Exchange Rule 1903(b)(2), Standards for 

the Firm Element. 

17 Id. 

18See MIAX Rule 315(e) (applicable to the 

Exchange by being incorporated into the Exchange 

Rules by reference). 

19See Exchange Rule 1900, Interpretation and 

Policy .08. The two-year qualification period is 

calculated from the date individuals terminate their 

registration and the date the Exchange receives a 

new application for registration. The two-year 

qualification period does not apply to individuals 

who terminate a limited registration category that 

is a subset of a broader registration category for 

which they remain qualified. For instance, it would 

not apply to an individual who maintains his 

registration as a General Securities Representative 

but who terminates his registration as an 

Investment Company and Variable Contracts 

Products Representative. Such individuals have the 

option of reregistering in the more limited 

registration category without having to requalify by 

examination or obtain an examination waiver so 

long as they continue to remain qualified for the 

broader registration category. Further, the two-year 

qualification period only applies to the 

representative- and principal-level examinations; it 

does not extend to the Securities Industry Essentials 

(‘‘SIE’’) examination. The SIE examination is valid 

for four years, but having a valid SIE examination 

alone does not qualify an individual for registration 

as a representative or principal. Individuals whose 

registrations as representatives or principals have 

been revoked pursuant to MIAX Rule 1011, 

Judgment and Sanction (applicable to the Exchange 

by being incorporated into the Exchange Rules by 

reference), may only requalify by retaking the 

applicable representative- or principal-level 

examination in order to reregister as representatives 

or principals, in addition to satisfying the eligibility 

conditions for association with a firm. Waivers are 

granted either on a case-by-case basis under 

Exchange Rule 1900, Interpretation and Policy .03, 

Qualification Examinations and Waivers of 

Examinations, or as part of the waiver program 

under Exchange Rule 1900, Interpretation and 

Policy .09. 

20See supra note 3. FINRA’s changes are based 

on the CE Council’s September 2019 

recommendations to enhance the CE Program. See 

Recommended Enhancements for the Securities 

Industry Continuing Education Program, available 

at http://cecouncil.org/media/266634/councilrecommendations-final-.pdf. The CE Council is 

composed of securities industry representatives and 

representatives of SROs. The CE Council was 

formed in 1995 upon a recommendation from the 

Securities Industry Task Force on Continuing 

Education and was tasked with facilitating the 

development of uniform continuing education 

requirements for registered persons of brokerdealers. 

21When the CE Program was originally adopted 

in 1995, registered persons were required to 

complete the Regulatory Element on their second, 

fifth and tenth registration anniversary dates. See 

Securities Exchange Act Release No. 35341 

(February 8, 1995), 60 FR 8426 (February 14, 1995) 

(Order Approving File Nos. SR–AMEX–94–59; SR– 

CBOE–94–49; SR–CHX–94–27; SR–MSRB–94–17; 

SR–NASD–94–72; SR–NYSE–94–43; SR–PSE–94– 

35; and SR–PHLX–94–52). The change to the 

current three-year cycle was made in 1998 to 

provide registered persons more timely and 

effective training, consistent with the overall 

purpose of the Regulatory Element. See Securities 

Exchange Act Release No. 39712 (March 3, 1998), 

63 FR 11939 (March 11, 1998) (Order Approving 

File Nos. SR–CBOE–97–68; SR–MSRB–98–02; SR– 

NASD–98–03; and SR–NYSE–97–33). 

22See proposed changes to Exchange Rules 

1903(a)(1) and (a)(4). 

23See proposed changes to Exchange Rules 1900, 

Interpretation and Policy .07, and 1903(a)(1). 

24See proposed changes to Exchange Rules 

1903(a)(1) and (a)(4). 

individuals had to complete the 

Regulatory Element at a test center, and 

its design was shaped by the limitations 

of the test center-based delivery model. 

In 2015, FINRA transitioned the 

delivery of the Regulatory Element to an 

online platform (‘‘CE Online’’), which 

allows individuals to complete the 

content online at a location of their 

choosing, including their private 

residence. This online delivery provides 

FINRA with much greater flexibility in 

updating content in a timelier fashion, 

developing content tailored to each 

registration category and presenting the 

material in an optimal learning format. 

b. Firm Element 

Exchange Rule 1903(b), Firm Element, 

currently requires each firm to develop 

and administer an annual Firm Element 

training program for covered registered 

persons.15 The rule requires firms to 

conduct an annual needs analysis to 

determine the appropriate training.16

Currently, at a minimum, the Firm 

Element must cover training in ethics 

and professional responsibility as well 

as the following items concerning 

securities products, services, and 

strategies offered by the Member: (1) 

general investment features and 

associated risk factors; (2) suitability 

and sales practices considerations; and 

(3) applicable regulatory 

requirements.17

A firm, consistent with its needs 

analysis, may determine to apply 

toward the Firm Element other required 

training. The current rule does not 

expressly recognize other required 

training, such as training relating to the 

anti-money laundering (‘‘AML’’) 

compliance program,18 for purposes of 

satisfying Firm Element training. 

c. Termination of a Registration 

Currently, individuals whose 

registrations as representatives or 

principals have been terminated for two 

or more years may reregister as 

representatives or principals only if they 

requalify by retaking and passing the 

applicable representative- or principallevel examination or if they obtain a 

waiver of such examination(s) (the 

‘‘two-year qualification period’’).19 The 

two-year qualification period was 

adopted prior to the creation of the CE 

Program and was intended to ensure 

that individuals who reregister are 

relatively currently on their regulatory 

and securities knowledge. 

ii. Proposed Rule Change 

After extensive work with the 

Securities Industry/Regulatory Council 

on Continuing Education (‘‘CE 

Council’’) and discussions with 

stakeholders, including industry 

participants and the North American 

Securities Administrators Association 

(‘‘NASAA’’), FINRA adopted the 

following changes to the CE Program 

under its rules.20 In order to promote 

uniform standards across the securities 

industry, the Exchange now proposes to 

adopt the same changes to its 

continuing education rules. 

a. Transition to Annual Regulatory 

Element for Each Registration Category 

As noted above, currently, the 

Regulatory Element generally must be 

completed every three years, and the 

content is broad in nature. Based on 

changes in technology and learning 

theory, the Regulatory Element content 

can be updated and delivered in a 

timelier fashion and tailored to each 

registration category, which would 

further the goals of the Regulatory 

Element.21 Therefore, to provide 

registered persons with more timely and 

relevant training on significant 

regulatory developments, the Exchange 

proposes to amend Exchange Rule 

1903(a) to require registered persons to 

complete the Regulatory Element 

annually by December 31.22 The 

proposed amendment would also 

require registered persons to complete 

the Regulatory Element content for each 

representative or principal registration 

category that they hold, which would 

also further the goals of the Regulatory 

Element.23

Under the proposed rule change, 

firms would have the flexibility to 

require their registered persons to 

complete the Regulatory Element sooner 

than December 31, which would allow 

firms to coordinate the timing of the 

Regulatory Element with other training 

requirements, including the Firm 

Element.24 For example, a firm could 

require its registered persons to 

complete both their Regulatory Element 

and Firm Element by October 1 of each 

year. 

Individuals who would be registering 

as a representative or principal for the 

first time on or after the implementation 

date of the proposed rule change would 

be required to complete their initial 


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25See proposed changes to Exchange Rule 

1903(a)(1). 26See proposed changes to Exchange Rule 

1903(a)(4). 

27See proposed changes to Exchange Rule 

1903(a)(2). 

28See id. The proposed rule change clarifies that 

the request for an extension of time must be in 

writing and include supporting documentation, 

which is consistent with current practice. 

29 Id. 

30 Id. 

31See proposed changes to Exchange Rule 

1903(a)(3). As previously noted, Exchange Rule 

1903(a)(3) currently provides that such individuals 

may be required to retake the Regulatory Element. 

See supra note 9. 

32See proposed changes to Exchange Rule 

1903(a)(4). 

33See proposed changes to Exchange Rule 

1903(a)(5). 

34As discussed in the Economic Impact 

Assessment section in the FINRA Rule Change, 

supra note 3, individuals with multiple 

registrations represent a small percentage of the 

population of registered persons. 

35See proposed Exchange Rule 1903(b)(2)(iv). 

36See proposed changes to Exchange Rule 

1903(b)(1). As noted earlier, the current 

requirement only applies to ‘‘covered registered 

persons’’ and not all registered persons. 

37See proposed changes to Exchange Rule 

1903(b)(2)(ii). 

38The proposed option would also be available to 

individuals who terminate any permissive 

registrations as provided under Exchange Rule 

1900, Interpretation and Policy .02. However, the 

proposed option would not be available to 

individuals who terminate a limited registration 

category that is a subset of a broader registration 

category for which they remain qualified. As 

previously noted, such individuals currently have 

the option of reregistering in the more limited 

registration category without having to requalify by 

examination or obtain an examination waiver so 

long as they continue to remain qualified for the 

broader registration category. In addition, the 

proposed option would not be available to 

individuals who are maintaining an eliminated 

registration category, such as the category for 

Corporate Securities Representative, or individuals 

who have solely passed the Securities Industry 

Essentials examination, which does not, in and of 

itself, confer registration. 

Regulatory Element for that registration 

category in the next calendar year 

following their registration.25 In 

addition, subject to specified 

conditions, individuals who would be 

reregistering as a representative or 

principal on or after the implementation 

date of the proposed rule change would 

also be required to complete their initial 

Regulatory Element for that registration 

category in the next calendar year 

following their reregistration.26

Consistent with current requirements, 

individuals who fail to complete their 

Regulatory Element within the 

prescribed period would be 

automatically designated as CE 

inactive.27 However, the proposed rule 

change preserves the Exchange’s ability 

to extend the time by which a registered 

person must complete the Regulatory 

Element for good cause shown.28

The Exchange also proposes to amend 

Exchange Rule 1903(a) to clarify that: (1) 

individuals who are designated as CE 

inactive would be required to complete 

all of their pending and upcoming 

annual Regulatory Element, including 

any annual Regulatory Element that 

becomes due during their CE inactive 

period, to return to active status; 29 (2) 

the two-year CE inactive period is 

calculated from the date individuals 

become CE inactive, and it continues to 

run regardless of whether individuals 

terminate their registrations; 30 (3) 

individuals who become subject to a 

significant disciplinary action may be 

required to complete assigned 

continuing education content as 

prescribed by the Exchange; 31 (4) 

individuals who have not completed 

any Regulatory Element content for a 

registration category in the calendar 

year(s) prior to reregistering would not 

be approved for registration for that 

category until they complete that 

Regulatory Element content, pass an 

examination for that registration 

category or obtain an unconditional 

examination waiver for that registration 

category, whichever is applicable; 32 and 

(5) the Regulatory Element requirements 

apply to individuals who are registered, 

or in the process of registering, as a 

representative or principal.33 In 

addition, the Exchange proposed 

making conforming amendments to 

Exchange Rule 1900, Interpretation and 

Policy .07. 

Under the proposed rule change, the 

amount of content that registered 

persons would be required to complete 

in a three-year, annual cycle for a 

particular registration category is 

expected to be comparable to what most 

registered persons are currently 

completing every three years. In some 

years, there may be more required 

content for some registration categories 

depending on the volume of rule 

changes and regulatory issues. In 

addition, an individual who holds 

multiple registrations may be required 

to complete additional content 

compared to an individual who holds a 

single registration because, as noted 

above, individuals would be required to 

complete content specific to each 

registration category that they hold.34

However, individuals with multiple 

registrations would not be subject to 

duplicative regulatory content in any 

given year. The more common 

registration combinations would likely 

share much of their relevant regulatory 

content each year. For example, 

individuals registered as General 

Securities Representatives and General 

Securities Principals would receive the 

same content as individuals solely 

registered as General Securities 

Representatives, supplemented with a 

likely smaller amount of supervisoryspecific content on the same topics. The 

less common registration combinations 

may result in less topic overlap and 

more content overall. 

b. Recognition of Other Training 

Requirements for Firm Element and 

Extension of Firm Element to All 

Registered Persons 

To better align the Exchange’s 

Rulebook with FINRA’s Rulebook, and, 

in addition, to better align the Firm 

Element requirement with other 

required training, the Exchange 

proposes amending Rule 1903(b) to 

expressly allow firms to consider 

training relating to the AML compliance 

program and the annual compliance 

meeting toward satisfying an 

individual’s annual Firm Element 

requirement.35 The Exchange also 

proposes to amend the rule to extend 

the Firm Element requirement to all 

registered persons, including 

individuals who maintain solely a 

permissive registration consistent with 

Exchange Rule 1900, Interpretation and 

Policy .02, Permissive Registrations, 

thereby further aligning the Firm 

Element requirement with other 

broadly-based training requirements.36

In conjunction with this proposed 

change, the Exchange proposes 

modifying the current minimum 

training criteria under Exchange Rule 

1903(b) to instead provide that the 

training must cover topics related to the 

role, activities, or responsibilities of the 

registered person and to professional 

responsibility.37

c. Maintenance of Qualification After 

Termination of Registration 

The Exchange proposes adopting 

paragraph (c) under Exchange Rule 1903 

and Interpretation and Policies .01 and 

.02 to Exchange Rule 1903 to provide 

eligible individuals who terminate any 

of their representative or principal 

registrations the option of maintaining 

their qualification for any of the 

terminated registrations by completing 

continuing education.38 The proposed 

rule change would not eliminate the 

two-year qualification period. Rather, it 

would provide such individuals as 

alternative means of staying current on 

their regulatory and securities 

knowledge following the termination of 

a registration(s). Eligible individuals 

who elect not to participate in the 

proposed continuing education program 

would continue to be subject to the 

current two-year qualification period. 

The proposed rule change is generally 


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39See proposed Exchange Rule 1903(c)(1). 

40See proposed Exchange Rule 1903(c)(2). 

Individuals who elect to participate at the later date 

would be required to complete, within two years 

from the termination of their registration, any 

continuing education that becomes due between the 

time of their Form U5 (Uniform Termination Notice 

for Securities Industry Registration) submission and 

the date that they commence their participation. In 

addition, FINRA would enhance its systems to 

notify individuals of their eligibility to participate, 

enable them to affirmatively opt in, and notify them 

of their annual continuing education requirement if 

they opt in. 

41See proposed Exchange Rule 1903(c)(3). 

However, upon a participant’s request and for good 

cause shown, the Exchange would have the ability 

to grant an extension of time for the participant to 

complete the prescribed continuing education. A 

participant who is also a registered person must 

directly request an extension of the prescribed 

continuing education from the Exchange. The 

continuing education content for participants 

would consist of a combination of Regulatory 

Element content and content selected by FINRA 

and the CE Council from the Firm Element content 

catalog. The content would correspond to the 

registration category for which individuals wish to 

maintain their qualifications. Participants who are 

maintaining their qualification status for a principal 

registration category that includes one or more corequisite representative registrations must also 

complete required annual continuing education for 

the co-requisite registrations in order to maintain 

their qualification status for the principal 

registration category. The proposed rule change 

clarifies that the prescribed continuing education 

must be completed by December 31 of the calendar 

year, which is consistent with the timing for the 

proposed annual Regulatory Element. 

42See proposed Exchange Rule 1903(c). In 

addition, individuals applying for reregistration 

must satisfy all other requirements relating to the 

registration process (e.g., submit a Form U4 

(Uniform Application for Securities Industry 

Registration or Transfer) and undergo a background 

check). 

43See proposed Exchange Rules 1903(c)(4) and 

(c)(5). 

44See proposed Exchange Rules 1903(c)(1) and 

(c)(6). Further, any content completed by 

participants would be retroactively nullified upon 

disclosure of the statutory disqualification. The 

following example illustrates the application of the 

proposed rule change to individuals who become 

subject to a statutory disqualification while 

participating in the proposed continuing education 

program. Individual A participates in the proposed 

continuing education program for four years and 

completes the prescribed content for each of those 

years. During year five of his participation, he 

becomes subject to a statutory disqualification 

resulting from a foreign regulatory action. In that 

same year, the Exchange receives a Form U4 

submitted by a Member on behalf of Individual A 

requesting registration with the Exchange. The 

Form U4 discloses the statutory disqualification 

event. The Exchange would then retroactively 

nullify any content that Individual A completed 

while participating in the proposed continuing 

education program. Therefore, in this example, in 

order to become registered with the Exchange, he 

would be required to requalify by examination. This 

would be in addition to satisfying the eligibility 

conditions for association with an Exchange 

Member firm. See Exchange Act Sections 3(a)(39) 

and 15(b)(4). 

45See proposed Exchange Rule 1903, 

Interpretation and Policy .01. Such individuals 

would be required to elect whether to participate 

by the implementation date of the proposed rule 

change. If such individuals elect to participate, they 

would be required to complete their initial annual 

content by the end of the calendar year in which 

the proposed rule change is implemented. In 

addition, if such individuals elect to participate, 

their initial participation period would be adjusted 

based on the date that their registration was 

terminated. The current waiver program for FSAWP 

participants would not be available to new 

participants upon implementation of the proposed 

rule change. See proposed Exchange Rule 1900, 

Interpretation and Policy .09. However, individuals 

who are FSAWP participants immediately prior to 

the implementation date of the proposed rule 

change could elect to continue in that waiver 

program until the program has been retired. As 

noted above, FSAWP participants may participate 

for up to seven years in that waiver program, 

subject to specified conditions. See supra note 9. As 

discussed above, the proposed rule change provides 

a five-year participation period for participants in 

the proposed continuing education program. So as 

not to disadvantage FSAWP participants, the 

Exchange has determined to preserve that waiver 

program for individuals who are participating in the 

FSAWP immediately prior to the implementation 

date of the proposed rule change. Because the 

proposed rule change transitions the Regulatory 

Element to an annual cycle, FSAWP participants 

who remain in that waiver program following the 

implementation of the proposed rule change would 

be subject to an annual Regulatory Element 

requirement. See proposed changes to Exchange 

Rule 1903(a)(1). Finally, the proposed rule change 

preserves the Exchange’s ability to extend the time 

by which FSAWP participants must complete the 

Regulatory Element for good cause shown. See 

proposed changes to Exchange Rule 1903(a)(2). 

46See proposed Exchange Rule 1903, 

Interpretation and Policy .02. 

47See The Female Face of Family Caregiving 

(November 2018), available at https://

www.nationalpartnership.org/our-work/resources/ 

economic-justice/female-face-family-caregiving.pdf. 

48The COVID–19 Recession Is the Most Unequal 

in Modern U.S. History (September 30, 2020), 

aligned with other professional 

continuing education programs that 

allow individuals to maintain their 

qualification to work in their respective 

fields during a period of absence from 

their careers (including an absence of 

more than two years) by satisfying 

continuing education requirements for 

their credential. 

The proposed rule change would 

impose the following conditions and 

limitations: 

• Individuals would be required to be 

registered in the terminated registration 

category for at least one year 

immediately prior to the termination of 

that category; 39

• Individuals could elect to 

participate when they terminate a 

registration or within two years from the 

termination of a registration; 40

• Individuals would be required to 

complete annually all prescribed 

continuing education; 41

• Individuals would have a maximum 

of five years in which to reregister; 42

• Individuals who have been CE 

inactive for two consecutive years, or 

who become CE inactive for two 

consecutive years during their 

participation, would not be eligible to 

participate or continue; 43 and 

• Individuals who are subject to a 

statutory disqualification, or who 

become subject to a statutory 

disqualification following the 

termination of their registration or 

during their participation, would not be 

eligible to participate or continue.44

The proposed rule change also 

includes a look-back provision that 

would, subject to specified conditions, 

extend the proposed option to 

individuals who have been registered as 

a representative or principal within two 

years immediately prior to the 

implementation date of the proposed 

rule change and individuals who have 

been FSAWP participants immediately 

prior to the implementation date of the 

proposed rule change.45

In addition, the proposed rule change 

includes a re-eligibility provision that 

would allow individuals to regain 

eligibility to participate each time they 

reregister with a firm for a period of at 

least one year and subsequently 

terminate their registration, provided 

that they satisfy the other participation 

conditions and limitations.46 Finally, 

the Exchange proposes making 

conforming amendments to Exchange 

Rule 1900, including adding references 

to proposed Exchange Rule 1903(c) and 

Interpretation and Policy .08 to 

Exchange Rule 1900. 

The proposed rule change will have 

several important benefits. It will 

provide individuals with flexibility to 

address life and career events and 

necessary absences from registered 

functions without having to requalify 

each time. It will also incentivize them 

to stay current on their respective 

securities industry knowledge following 

the termination of any of their 

registrations. The continuing education 

under the proposed option will be as 

rigorous as the continuing education of 

registered persons, which promotes 

investor protection. Further, the 

proposed rule change will enhance 

diversity and inclusion in the securities 

industry by attracting and retaining a 

broader and diverse group of 

professionals. 

Significantly, the proposed rule 

change will be of particular value to 

women, who continue to be the primary 

caregivers for children and aging family 

members and, as a result, are likely to 

be absent from the industry for longer 

periods.47 In addition, the proposed rule 

change will provide longer-term relief 

for women, individuals with low 

incomes and other populations, 

including older workers, who are at a 

higher risk of a job loss during certain 

economic downturns and who are likely 

to remain unemployed for longer 

periods.48


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available at https://www.washingtonpost.com/ 

graphics/2020/business/coronavirus-recessionequality/ and Unemployment’s Toll on Older 

Workers Is Worst in Half a Century (October 21, 

2020), available at https://www.aarp.org/work/ 

working-at-50-plus/info-2020/pandemicunemployement-older-workers. 

49See supra note 3. Similar to FINRA, these 

additional enhances do not require any changes to 

Exchange Rules. 

50See FINRA Regulatory Notice 21–41 at https:// 

www.finra.org/rules-guidance/notices/21-41. 

51See supra note 5. 

52See e.g., Securities Exchange Act Release Nos. 

94400 (March 11, 2022), 87 FR 15286 (March 17, 

2022) (SR–NASDAQ–2022–021); 92562 (August 4, 

2021), 86 FR 143701 (August 10, 2021) (SR–CBOE– 

2021–043); and 94794 (April 26, 2022), 87 FR 25683 

(May 2, 2022) (SR–BOX–2022–016). 

53See accord Securities Exchange Act Release 

No. 85282 (March 11, 2019), 84 FR 9573 (March 15, 

2019) (Order Approving File No. SR–FINRA–2018– 

040) (discussing valid electronic signatures under 

existing guidance). 

54 15 U.S.C. 78f(b). 

55 15 U.S.C. 78f(b)(5). 

56See supra note 3. 

57 15 U.S.C. 78f(b)(5). 

58 15 U.S.C. 78f(c)(3). 

59Proposed changes to Interpretation and Policy 

.08 of Exchange Rule 1900 is based on and 

substantially similar to FINRA Rule 1210.08. The 

proposed changes to Exchange Rule 1903(a)(1)–(4), 

proposed changes to Exchange Rule 1903(b), 

proposed Exchange Rule 1903(c), and proposed 

Interpretations and Policies .01–.02 to Exchange 

Rule 1903(c) are based on and substantially similar 

to FINRA Rules 1240(a)(1)–(4), FINRA Rule 1240(b), 

FINRA Rule 1240(c) and Supplementary Materials 

.01 and .02 to FINRA Rule 1240. The Exchange does 

not currently have a provision analogous to FINRA 

Rule 3110 and thus has omitted language referring 

to such provision in its proposed Rules. 

d. CE Program Implementation 

As stated in the FINRA Rule Change, 

FINRA and the CE Council also plan to 

enhance the CE Program in other ways, 

and these additional enhancements do 

not require any changes to the FINRA 

rules.49 As it relates to the rule changes 

themselves, the changes relating to the 

Maintaining Qualifications Program 

(proposed paragraph (c) of Exchange 

Rule 1903, and Interpretations and 

Policies .01 and .02) and the Financial 

Services Affiliate Waiver Program 

(FSAWP) (Interpretation and Policy .09 

to Exchange Rule 1900) will be 

implemented July 1, 2022. All other 

changes related to the FINRA Rule 

Change, including the changes relating 

to the Regulatory Element, Firm 

Element and the two-year qualification 

period, will be implemented January 1, 

2023.50

Manual Signature 

Exchange Rule 1904(c) currently 

provides that every initial and transfer 

electronic Form U4 filing and any 

amendments to the disclosure 

information on Form U4 must be based 

on a manually signed Form U4 provided 

to the Member or applicant for 

membership by the person on whose 

behalf the Form U4 is being filed, 

consistent with FINRA Rule 1010(c). 

Similarly, Exchange Rule 1904, 

Interpretation and Policy .03, currently 

provides that in the event a Member is 

not able to obtain an associated person’s 

manual signature or written 

acknowledgement of amended 

disclosure information on that person’s 

Form U4 prior to filing on such 

amendment reflecting the information 

pursuant to proposed Exchange Rule 

1903(c)(3), the Member must enter 

‘‘Representative Refused to Sign/ 

Acknowledge’’ or ‘‘Representative Not 

Available’’ or a substantially similar 

entry in the electronic Form U4 field for 

the associated person’s signature. 

However, FINRA has since amended 

their Rule 1010(c) to permit firms to 

choose to rely on electronic signatures 

to satisfy the signature requirements 

when filing Form U4.51 Several other 

exchanges have also updated their rules 

to reflect FINRA’s updated Rule 

1010(c).52

The Exchange proposes to amend 

Exchange Rule 1904(c) and 

Interpretation and Policy .03 to 

similarly allow firms to rely on 

electronic signatures when filing Form 

U4, consistent with FINRA Rule 

1010(c). Specifically, the Exchange 

proposes to remove the term ‘‘manual’’ 

from ‘‘manual signature’’ and the term 

‘‘manually’’ from ‘‘manually signed.’’ 

The proposed rule change provides 

Members, and applicants for 

membership, with an opportunity to 

better manage operational challenges. 

Particularly, the COVID–19 pandemic 

amplified the need to better manage 

operational challenges like those that 

arose during the pandemic and that may 

continue to arise in the future. 

Additionally, the proposed rule change 

would not require the use of a particular 

type of technology to obtain a valid 

electronic signature from the associated 

person. The Exchange believes that 

some firms may be unable to obtain the 

manual signature of applicants for 

registration resulting in a significant 

operational backlog. By permitting these 

firms to rely on electronic signatures to 

satisfy the signature requirements of 

Exchange Rule 1904(c) and 

Interpretation and Policy .03, the 

proposed rule change may reduce or 

eliminate this backlog. For purposes of 

the proposed rule change, a valid 

electronic signature would be any 

electronic mark that clearly identifies 

the signatory and is otherwise in 

compliance with the Electronic 

Signatures in Global and National 

Commerce Act (‘‘E-Sign Act’’) and the 

guidance issued by the Commission 

relating to the E-Sign Act.53

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,54 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,55

in particular, in that it is designed to 

prevent fraudulent and manipulative 

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. 

As noted above, the proposed rule 

changes seek to align the Exchange 

Rules with recent changes to FINRA 

rules.56 The Exchange believes the 

proposed rule changes are consistent 

with the provisions of Section 6(b)(5) of 

the Act,57 which requires, among other 

things, that Exchange Rules must be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, and, in general, to protect 

investors and the public interest, and 

Section 6(c)(3) of the Act,58 which 

authorizes the Exchange to prescribe 

standards of training, experience, and 

competence for persons associated with 

the Exchange. The Exchange is 

proposing to adopt such changes 

substantially in the same form proposed 

by FINRA with only minor changes 

necessary to conform to the Exchange’s 

existing rules, such as removal of crossreferences to rules that are applicable to 

FINRA members but not Members of the 

Exchange.59 The Exchange believes the 

proposal is consistent with the Act for 

the reasons described above. 

The Exchange believes the proposed 

changes to the Regulatory Element will 

ensure that all Registered 

Representatives receive timely and 

relevant training, which will, in turn, 

enhance compliance and investor 

protection. The Exchange believes that 

establishing a path for individuals to 

maintain their qualification following 

the termination of a registration will 

reduce unnecessary impediments to 

requalification and promote greater 

diversity and inclusion in the securities 

industry without diminishing investor 

protection. 

As it relates to the proposed changes 

to Exchange Rule 1904(c), the Exchange 

believes the proposed rule change 

provides firms with the flexibility to 


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60See supra notes 3 and 5. 

61 15 U.S.C. 78s(b)(3)(A)(iii). 

62 17 CFR 240.19b–4(f)(6). 

63 17 CFR 240.19b–4(f)(6)(iii). 

64For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

rely on electronic signatures to satisfy 

the signature requirements of Exchange 

Rule 1904(c). Specifically, the Exchange 

proposes to amend Exchange Rule 

1904(c) and Interpretation and Policy 

.03, similar to the amendments made by 

FINRA, to provide the option of filing 

an initial or a transfer Form U4 based 

on a manually or an electronically 

signed copy of the form provided to the 

Member, or applicant for membership, 

by the individual on whose behalf the 

form is being filed. Considering the 

technological advancements that 

provide for enhanced authentication 

and security of electronic signatures, the 

Exchange believes that it is appropriate 

to amend Exchange Rule 1904(c) and 

Interpretation and Policy .03 to provide 

such flexibility. The proposed rule 

change also addresses the ongoing 

public health risks stemming from the 

outbreak of COVID–19 and the 

operational challenges that firms 

continue to face as a result of pandemic 

repercussions. By permitting these firms 

to rely on electronic signatures to satisfy 

the signature requirements of Exchange 

Rule 1904(c) and Interpretation and 

Policy .03, the proposed rule change 

may reduce or eliminate an operational 

backlog due to the difficulty firms may 

have faced in obtaining the manual 

signature of applicants for registration 

as a result of the impact of the pandemic 

on daily work environments. The 

Exchange believes the proposal is 

consistent with the Act for the reasons 

described above and for the reasons 

outlined in the recent filings SR– 

FINRA–2021–003 and SR–FINRA– 

2021–015.60

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. All Members 

would be subject to the proposed rule 

change. The proposed rule change 

relating to the Exchange’s CE Program, 

which is materially identical to the 

FINRA Rule Change, is designed to 

result in a more efficient CE Program 

that addresses relevant regulatory 

requirements and provides individuals 

with improved tools and resources to 

understand and comply with such 

requirements, enhancing investor 

protection. Moreover, the proposed rule 

change would provide new channels for 

individuals to maintain their 

qualification status for a terminated 

registration category and, in so doing, 

could increase the likelihood that 

professionals who need to step away 

from the industry for a period could 

return, subject to satisfying all other 

requirements relating to the registration 

process. 

As it relates to the proposed 

amendments to Exchange Rule 1904(c), 

the proposed rule change relating to 

manual signatures is, in all material 

respects, substantively identical to a 

recent rule change adopted by FINRA. 

The Exchange believes the proposed 

change will reduce a regulatory filing 

burden for Members by allowing them 

to rely on Form U4 copies with an 

electronic signature. All Members will 

have the option to rely on such forms 

with an electronic signature (or 

continue to rely on forms with a manual 

signature). 

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 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 61 and Rule 19b– 

4(f)(6) thereunder.62

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii), the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

this proposed rule change may become 

operative immediately upon filing. In 

addition, Rule 19b–4(f)(6)(iii) 63 requires 

a self-regulatory organization to give the 

Commission written notice of its intent 

to file a proposed rule change under that 

subsection at least five business days 

prior to the date of filing, or such 

shorter time as designated by the 

Commission. The Exchange has 

provided such notice. 

Waiver of the 30-day operative delay 

would allow the Exchange to implement 

proposed changes in a more timely 

fashion. First, the proposed rule changes 

regarding manual signatures address 

operational challenges facing firms due 

to the ongoing public health risks 

stemming from the outbreak of COVID– 

19 and permit firms to rely on electronic 

signatures to satisfy the signature 

requirements of Exchange Rule 1904(c) 

and Interpretation and Policy .03, which 

may reduce or eliminate an operational 

backlog, ultimately benefiting the 

investing public. Moreover, the 

proposed rule changes do not impose 

any significant burden on competition 

because they will apply uniformly to all 

similarly situated members and 

associated persons of members. Also, as 

stated above, the proposed rule changes 

are substantively the same as changes 

made by FINRA. Second, waiver of the 

30-day operative delay would also allow 

the Exchange to implement the 

proposed continuing education changes 

noted above thereby reducing the 

possibility of a significant regulatory 

gap between the FINRA and Exchange 

Rules. This is consistent with the 

protection of investors and the public 

interest by providing more uniform 

standards across the securities industry 

and helping to avoid confusion for 

members of the Exchange that are also 

FINRA members. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.64

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 

change 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: 


jspears on DSK121TN23PROD with NOTICES1
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65 17 CFR 200.30–3(a)(12). 

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– 

EMERALD–2022–22 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–EMERALD–2022–22. 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

All submissions should refer to File 

Number SR–EMERALD–2022–22 and 

should be submitted on or before July 

27, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.65

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–14290 Filed 7–5–22; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

Interest Rates 

The Small Business Administration 

publishes an interest rate called the 

optional ‘‘peg’’ rate (13 CFR 120.214) on 

a quarterly basis. This rate is a weighted 

average cost of money to the 

government for maturities similar to the 

average SBA direct loan. This rate may 

be used as a base rate for guaranteed 

fluctuating interest rate SBA loans. This 

rate will be 2.75 percent for the July– 

September quarter of FY 2022. 

Pursuant to 13 CFR 120.921(b), the 

maximum legal interest rate for any 

third party lender’s commercial loan 

which funds any portion of the cost of 

a 504 project (see 13 CFR 120.801) shall 

be 6% over the New York Prime rate or, 

if that exceeds the maximum interest 

rate permitted by the constitution or 

laws of a given State, the maximum 

interest rate will be the rate permitted 

by the constitution or laws of the given 

State. 

John Wade, 

Chief, Secondary Market Division. 

[FR Doc. 2022–14314 Filed 7–5–22; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF STATE 

[Public Notice: 11777] 

30-Day Notice of Proposed Information 

Collection: Affidavit of Identifying 

Witness 

AGENCY: Department of State. 

ACTION: Notice of request for public 

comment. 

SUMMARY: The Department of State is 

seeking Office of Management and 

Budget (OMB) approval for the 

information collection described below. 

In accordance with the Paperwork 

Reduction Act of 1995, we are 

requesting comments on this collection 

from all interested individuals and 

organizations. The purpose of this 

notice is to allow 30 days for public 

comment preceding submission of the 

collection to OMB. 

DATES: The Department will accept 

comments from the public up to August 

5, 2022. 

ADDRESSES: Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to: www.reginfo.gov/public/do/ 

PRAMain. Find this information 

collection by selecting ‘‘Currently under 

30-day Review—Open for Public 

Comments’’ or by using the search 

function. You must include the DS form 

number (DS–0071), information 

collection title, and the OMB control 

number in any correspondence (if 

applicable). Direct requests for 

additional information regarding the 

collection listed in this notice, 

including requests for copies of the 

proposed collection instrument, and 

supporting documents to 

PPTFormsOfficer@state.gov. You must 

include the DS form number (DS–0071) 

and information collection title. 

SUPPLEMENTARY INFORMATION: 

• Title of Information Collection: 

Affidavit of Identifying Witness. 

• OMB Control Number: 1405–0088. 

• Type of Request: Revision of a 

Currently Approved Collection. 

• Originating Office: Bureau of 

Consular Affairs, Passport Services, 

Office of Program Management and 

Operational Support (CA/PPT/S/PMO). 

• Form Number: DS–0071. 

• Respondents: Individuals. 

• Estimated Number of Respondents: 

32,260. 

• Estimated Number of Responses: 

32,260. 

• Average Hours Per Response: 5 min. 

• Total Estimated Time Burden: 2,688 

hours. 

• Frequency: On Occasion. 

• Obligation to Respond: Required to 

Obtain a Benefit. 

We are soliciting public comments to 

permit the Department to: 

• Evaluate whether the proposed 

information collection is necessary for 

the proper performance of our 

functions. 

• Evaluate the accuracy of our 

estimate of the burden of the proposed 

collection, including the validity of the 

methodology and assumptions used. 

• Enhance the quality, utility, and 

clarity of the information to be 

collected. 

• Minimize the reporting burden on 

those who are to respond, including the 

use of automated collection techniques 

or other forms of technology. 

Please note that comments submitted 

in response to this Notice are public 

record. Before including any detailed 

personal information, you should be 

aware that your comments as submitted, 

including your personal information, 

will be available for public review. 

Abstract of Proposed Collection 

The Affidavit of Identifying Witness is 

submitted in conjunction with an 

application for a U.S. passport. It is used 

by Passport Agents, Passport 

Acceptance Agents, and Consular 

Officers to collect information for the 

purpose of establishing the identity of 

the applicant. This affidavit is 


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