Federal Register / Vol. 87, No. 133 / Wednesday, July 13, 2022 / Notices 41839 

26See note 18, supra. 

27See notes 5, 11, 12, 14, 18, supra. 

28 15 U.S.C. 78s(b)(3)(A)(iii). 

29 17 CFR 240.19b–4(f)(6). 

30 15 U.S.C. 78s(b)(3)(A)(iii). 

31 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 complied with this requirement. 

32 15 U.S.C. 78s(b)(2)(B). 

33 17 CFR 200.30–3(a)(12), (59). 

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

2 17 CFR 240.19b–4. 

interest, thereby providing member 

organizations with increased 

opportunities for order execution and 

enhancing market quality for all market 

participants. The Exchange also believes 

that this proposed change would 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system because 

permitting MPL Orders to trade at the 

less aggressive of the midpoint of the 

PBBO or at their limit price is not novel 

and that comparable order types on 

other cash equity exchanges currently 

behave in this manner.26

Finally, the Exchange believes that its 

proposed change to specify that Reserve 

Orders may not be designated as an 

ALO Order would remove impediments 

to, and perfect the mechanism of, a free 

and open market and a national market 

system and protect investors and the 

public interest because it is not 

intended to effect any functional change 

but would instead add clarity to 

Exchange rules regarding the current 

behavior of Reserve Orders. 

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. As noted 

above, the Exchange believes the 

proposed rule changes would generally 

align order handling on the Exchange 

with behavior on other cash equity 

exchanges 27 and thus would promote 

competition among exchanges by 

offering member organizations similar 

functionality and order handling 

options available on other cash equity 

exchanges. The Exchange also believes 

that, to the extent the proposed changes 

would increase opportunities for order 

execution, the proposed change would 

promote competition by making the 

Exchange a more attractive venue for 

order flow and enhancing market 

quality for all market participants. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 28 and Rule 

19b–4(f)(6) thereunder.29 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 30 and Rule 19b–4(f)(6)(iii) 

thereunder.31

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 32 of the Act 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: 

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– 

NYSE–2022–25 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–NYSE–2022–25. 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–NYSE–2022–25 and should 

be submitted on or before August 3, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–14873 Filed 7–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95211; File No. SR–MEMX– 

2022–16] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule 

July 7, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 30, 

2022, MEMX LLC (‘‘MEMX’’ or the 

‘‘Exchange’’) filed with the Securities 


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41840 Federal Register / Vol. 87, No. 133 / Wednesday, July 13, 2022 / Notices 

3See Exchange Rule 1.5(p). 

4Market share percentage calculated as of June 

30, 2022. The Exchange receives and processes data 

made available through consolidated data feeds 

(i.e., CTS and UTDF). 5 Id. 

6As set forth on the Fee Schedule, ‘‘ADAV’’ 

means the average daily added volume calculated 

as the number of shares added per day, which is 

calculated on a monthly basis, and ‘‘Displayed 

ADAV’’ means ADAV with respect to displayed 

orders. 

7As set forth on the Fee Schedule, ‘‘TCV’’ means 

total consolidated volume calculated as the volume 

reported by all exchanges and trade reporting 

facilities to a consolidated transaction reporting 

plan for the month for which the fees apply. 

8The proposed pricing for Liquidity Provision 

Tier 1 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Added 

displayed volume, Liquidity Provision Tier 1’’ with 

a Fee Code of ‘‘B1’’, ‘‘D1’’ or ‘‘J1’’, as applicable, to 

be provided by the Exchange on the monthly 

invoices provided to Members. The Exchange notes 

that because the determination of whether a 

Member qualifies for a certain pricing tier for a 

particular month will not be made until after the 

month-end, the Exchange will provide the Fee 

Codes otherwise applicable to such transactions on 

the execution reports provided to Members during 

the month and will only designate the Fee Codes 

applicable to the achieved pricing tier on the 

monthly invoices, which are provided after such 

determination has been made, as the Exchange does 

for its tier-based pricing today. 

9As proposed, the term ‘‘Remove ADV’’ means 

ADV with respect to orders that remove liquidity. 

As set forth on the Fee Schedule, ‘‘ADV’’ means 

average daily volume calculated as the number of 

shares added or removed, combined, per day, 

which is calculated on a monthly basis. The 

Exchange proposes to add the definition of Remove 

ADV under the ‘‘Definitions’’ section of the Fee 

Schedule. 

10As set forth on the Fee Schedule, ‘‘Step-Up 

ADAV’’ means ADAV in the relevant baseline 

month subtracted from current ADAV. 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing with the 

Commission a proposed rule change to 

amend the Exchange’s fee schedule 

applicable to Members 3 (the ‘‘Fee 

Schedule’’) pursuant to Exchange Rules 

15.1(a) and (c). The Exchange proposes 

to implement the changes to the Fee 

Schedule pursuant to this proposal on 

July 1, 2022. The text of the proposed 

rule change is provided in Exhibit 5. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the Fee Schedule to: 

(i) reduce certain rebates and modify 

certain required criteria under the 

Liquidity Provision Tiers; (ii) modify 

the required criteria under the Step-Up 

Additive Rebate; (iii) increase the fee 

and modify the required criteria under 

Liquidity Removal Tier 1; (iv) reduce 

the rebates and modify the required 

criteria under the Displayed Liquidity 

Incentive (‘‘DLI’’) Tiers; and (v) 

eliminate the DLI Additive Rebate, each 

as further described below. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues, 

to which market participants may direct 

their order flow. Based on publicly 

available information, no single 

registered equities exchange currently 

has more than approximately 17% of 

the total market share of executed 

volume of equities trading.4 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow, 

and the Exchange currently represents 

approximately 3.5% of the overall 

market share.5 The Exchange in 

particular operates a ‘‘Maker-Taker’’ 

model whereby it provides rebates to 

Members that add liquidity to the 

Exchange and charges fees to Members 

that remove liquidity from the 

Exchange. The Fee Schedule sets forth 

the standard rebates and fees applied 

per share for orders that add and remove 

liquidity, respectively. Additionally, in 

response to the competitive 

environment, the Exchange also offers 

tiered pricing, which provides Members 

with opportunities to qualify for higher 

rebates or lower fees where certain 

volume criteria and thresholds are met. 

Tiered pricing provides an incremental 

incentive for Members to strive for 

higher tier levels, which provides 

increasingly higher benefits or discounts 

for satisfying increasingly more 

stringent criteria. 

Liquidity Provision Tiers 

The Exchange currently provides a 

standard rebate of $0.0020 per share for 

executions of orders in securities priced 

at or above $1.00 per share that add 

displayed liquidity to the Exchange 

(such orders, ‘‘Added Displayed 

Volume’’). The Exchange also currently 

offers Liquidity Provision Tiers 1, 2, 3 

and 4, under which a Member may 

receive an enhanced rebate for 

executions of Added Displayed Volume 

by achieving the corresponding required 

volume criteria for each tier. The 

Exchange now proposes to reduce 

certain of the rebates for executions of 

Added Displayed Volume and modify 

certain required criteria under the 

Liquidity Provision Tiers, as further 

described below. 

First, with respect to Liquidity 

Provision Tier 1, the Exchange currently 

provides an enhanced rebate of 

$0.00335 per share for executions of 

Added Displayed Volume for Members 

that qualify for such tier by achieving a 

Displayed ADAV 6 that is equal to or 

greater than 0.40% of the TCV.7 The 

Exchange now proposes to reduce the 

rebate for executions of Added 

Displayed Volume under Liquidity 

Provision Tier 1 to $0.0033 per share,8

and to modify the required criteria such 

that a Member would now qualify for 

such tier by achieving: (1) a Displayed 

ADAV that is equal to or greater than 

0.40% of the TCV; or (2) a Remove 

ADV 9 that is equal to or greater than 

0.25% of the TCV and a Step-Up 

ADAV 10 from June 2022 that is equal to 

or greater than 0.05% of the TCV. Thus, 

such proposed change would keep the 

existing criteria intact and add an 

alternative criteria that includes a 

Remove ADV threshold and a Step-Up 

ADAV threshold, which are designed to 

encourage the submission of additional 

order flow to the Exchange in the forms 

of both liquidity-removing volume and 

liquidity-adding volume. While the 

Exchange’s overall pricing philosophy 

generally encourages adding liquidity 

over removing liquidity, the Exchange 

believes that providing alternative 

criteria that are based on different types 

of volume that Members may choose to 

achieve, such as the proposed new 

criteria which includes a Remove ADV 

threshold, contributes to a more robust 


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Federal Register / Vol. 87, No. 133 / Wednesday, July 13, 2022 / Notices 41841 

11The proposed pricing for Liquidity Provision 

Tier 3 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Added 

displayed volume, Liquidity Provision Tier 3’’ with 

a Fee Code of ‘‘B3’’, ‘‘D3’’ or ‘‘J3’’, as applicable, to 

be provided by the Exchange on the monthly 

invoices provided to Members. 

12As proposed, the term ‘‘Step-Up Non-Displayed 

ADAV’’ means Non-Displayed ADAV in the 

relevant baseline month subtracted from current 

Non-Displayed ADAV. As set forth on the Fee 

Schedule, ‘‘Non-Displayed ADAV’’ means ADAV 

with respect to non-displayed orders (including 

Midpoint Peg orders). The Exchange proposes to 

add the definition of Step-Up Non-Displayed ADAV 

under the ‘‘Definitions’’ section of the Fee 

Schedule. 

13The proposed pricing for Liquidity Provision 

Tier 4 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Added 

displayed volume, Liquidity Provision Tier 4’’ with 

a Fee Code of ‘‘B4’’, ‘‘D4’’ or ‘‘J4’’, as applicable, to 

be provided by the Exchange on the monthly 

invoices provided to Members. 

and well-balanced market ecosystem on 

the Exchange to the benefit of all 

Members. The Exchange notes that, as 

the proposed change to the required 

criteria under Liquidity Provision Tier 1 

merely provides an alternative criteria 

and does not change the existing 

criteria, the Exchange believes that such 

change would make the tier easier for 

Members to achieve, and, in turn, while 

the Exchange has no way of predicting 

with certainty how the proposed new 

criteria will impact Member activity, the 

Exchange expects that more Members 

will strive to qualify for such tier than 

currently do, resulting in the 

submission of additional order flow to 

the Exchange. The purpose of reducing 

the rebate for executions of Added 

Displayed Volume under such tier as 

proposed (i.e., by $0.00005 per share), 

which the Exchange believes is a 

modest reduction and remains 

commensurate with the required 

criteria, is for business and competitive 

reasons, as the Exchange believes that 

such reduction would decrease the 

Exchange’s expenditures with respect to 

its transaction pricing in a manner that 

is still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging added liquidity. The 

Exchange is not proposing to change the 

rebate for executions of orders in 

securities priced below $1.00 per share 

under such tier. 

Second, with respect to Liquidity 

Provision Tier 2, the Exchange currently 

provides an enhanced rebate of $0.0032 

per share for executions of Added 

Displayed Volume for Members that 

qualify for such tier by achieving: (1) an 

ADAV that is equal to or greater than 

0.25% of the TCV; or (2) an ADAV that 

is equal to or greater than 0.15% of the 

TCV and a Step-Up ADAV from May 

2022 that is equal to or greater than 

0.05% of the TCV. The Exchange now 

proposes to modify the required criteria 

under Liquidity Provision Tier 2 such 

that a Member would qualify for such 

tier only by achieving an ADAV that is 

equal to or greater than 0.25% of the 

TCV. Thus, such proposed change 

would keep the first of such two 

alternative criteria intact and eliminate 

the second of such criteria. The 

Exchange notes that no Members are 

presently achieving the second of such 

criteria, and as such, the Exchange does 

not believe that the proposed 

elimination of such criteria will have a 

significant impact on any Member’s 

trading behavior on the Exchange. The 

Exchange therefore no longer wishes to, 

nor is it required to, maintain such 

criteria. The Exchange is not proposing 

to change the rebates provided under 

such tier. 

Third, with respect to Liquidity 

Provision Tier 3, the Exchange currently 

provides an enhanced rebate of $0.0031 

per share for executions of Added 

Displayed Volume for Members that 

qualify for such tier by achieving: (1) an 

ADAV that is equal to or greater than 

0.20% of the TCV; or (2) a Step-Up 

ADAV from December 2021 that is equal 

to or greater than 0.05% of the TCV. The 

Exchange now proposes to reduce the 

rebate for executions of Added 

Displayed Volume under Liquidity 

Provision Tier 3 to $0.0029 per share,11

and to modify the required criteria such 

that a Member would now qualify for 

such tier by achieving: (1) an ADAV that 

is equal to or greater than 0.12% of the 

TCV; or (2) a Step-Up ADAV from April 

2022 that is equal to or greater than 

0.04% of the TCV; or (3) a Step-Up NonDisplayed ADAV 12 from April 2022 that 

is equal to or greater than 2,000,000 

shares. Thus, such proposed change 

would lower the ADAV threshold in the 

first of such alternative criteria, slightly 

lower the Step-Up ADAV threshold but 

reference a more recent baseline month 

in the second of such alternative 

criteria, and add a third alternative 

criteria that is based on a Step-Up NonDisplayed ADAV. Such changes are 

designed to encourage the submission of 

additional order flow to the Exchange, 

including in the form of non-displayed 

liquidity-adding volume. While the 

Exchange’s overall pricing philosophy 

generally encourages displayed liquidity 

over non-displayed liquidity, the 

Exchange believes that providing 

alternative criteria that are based on 

different types of volume that Members 

may choose to achieve, such as the 

proposed new criteria based on a StepUp Non-Displayed ADAV threshold, 

contributes to a more robust and wellbalanced market ecosystem on the 

Exchange to the benefit of all Members. 

The purpose of reducing the rebate for 

executions of Added Displayed Volume 

under such tier as proposed (i.e., by 

$0.0002 per share), which the Exchange 

believes remains commensurate with 

the proposed new required criteria, is 

for business and competitive reasons, as 

the Exchange believes that such 

reduction would decrease the 

Exchange’s expenditures with respect to 

its transaction pricing in a manner that 

is still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging added liquidity. The 

Exchange is not proposing to change the 

rebate for executions of orders in 

securities priced below $1.00 per share 

under such tier. 

Fourth, with respect to Liquidity 

Provision Tier 4, the Exchange currently 

provides an enhanced rebate of $0.0027 

per share for executions of Added 

Displayed Volume for Members that 

qualify for such tier by achieving: (1) an 

ADAV that is equal to or greater than 

0.05% of the TCV; or (2) a Step-Up 

Displayed ADAV from February 2022 

that is equal to or greater than 0.02% of 

the TCV; or (3) a Midpoint ADAV that 

is equal to or greater than 1,000,000 

shares. The Exchange now proposes to 

reduce the rebate for executions of 

Added Displayed Volume under 

Liquidity Provision Tier 4 to $0.0026 

per share,13 and to modify the required 

criteria such that a Member would now 

qualify for such tier by achieving: (1) an 

ADAV that is equal to or greater than 

0.075% of the TCV; or (2) a Step-Up 

Displayed ADAV from April 2022 that 

is equal to or greater than 0.02% of the 

TCV; or (3) a Midpoint ADAV that is 

equal to or greater than 1,000,000 

shares. Thus, such proposed change 

would slightly increase the ADAV 

threshold in the first of such alternative 

criteria, keep the same Step-Up 

Displayed ADAV threshold but 

reference a more recent baseline month 

in the second of such alternative 

criteria, and keep the third of such 

alternative criteria intact. Such changes 

are designed to encourage the 

submission of additional liquidityadding order flow to the Exchange. The 

purpose of reducing the rebate for 

executions of Added Displayed Volume 

under such tier as proposed (i.e., by 

$0.0001 per share), which the Exchange 

believes is a modest reduction and 

remains commensurate with the 

required criteria, is for business and 

competitive reasons, as the Exchange 

believes that such reduction would 

decrease the Exchange’s expenditures 

with respect to its transaction pricing in 


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41842 Federal Register / Vol. 87, No. 133 / Wednesday, July 13, 2022 / Notices 

14As set forth in Exchange Rule 11.21(a), a 

‘‘Retail Order’’ means an agency or riskless 

principal order that meets the criteria of FINRA 

Rule 5320.03 that originates from a natural person 

and is submitted to the Exchange by a Retail 

Member Organization, provided that no change is 

made to the terms of the order with respect to price 

or side of market and the order does not originate 

from a trading algorithm or any other computerized 

methodology. 

15The proposed pricing for Liquidity Removal 

Tier 1 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Removed 

volume from MEMX Book, Liquidity Removal Tier 

1’’ with a Fee Code of ‘‘R1’’ to be provided by the 

Exchange on the monthly invoices provided to 

Members. 

16As set forth on the Fee Schedule, the term 

‘‘quoting requirement’’ means the requirement that 

a Member’s NBBO Time be at least 25%, and the 

term ‘‘NBBO Time’’ means the aggregate of the 

percentage of time during regular trading hours 

during which one of a Member’s market participant 

identifiers (‘‘MPIDs’’) has a displayed order of at 

least one round lot at the national best bid or the 

national best offer. 

17As set forth on the Fee Schedule, the term ‘‘DLI 

Target Securities’’ refers to a list of securities 

designated as such, the universe of which will be 

determined by the Exchange and published on the 

Exchange’s website. 

18As set forth on the Fee Schedule, the term 

‘‘securities requirement’’ means the requirement 

that a Member meets the quoting requirement in the 

applicable number of securities per day. Currently, 

each of DLI Tiers 1 and 2 has a securities 

requirement that may be achieved by a Member 

meeting the quoting requirement in a specified 

number of any securities traded on the Exchange 

a manner that is still consistent with the 

Exchange’s overall pricing philosophy 

of encouraging added liquidity. The 

Exchange is not proposing to change the 

rebate for executions of orders in 

securities priced below $1.00 per share 

under such tier. 

Step-Up Additive Rebate 

The Exchange currently offers the 

Step-Up Additive Rebate under which 

the Exchange provides an additive 

rebate of $0.0002 per share that is in 

addition to the otherwise applicable 

rebate for a qualifying Member’s 

executions of orders that constitute 

Added Displayed Volume, except: (i) 

orders that establish the national best 

bid or offer (‘‘NBBO’’) if such Member 

qualifies for the Exchange’s NBBO 

Setter Tier; and (ii) Retail Orders.14

Currently, a Member qualifies for the 

Step-Up Additive Rebate by achieving a 

Step-Up ADAV (excluding Retail 

Orders) from April 2022 that is equal to 

or greater than 0.07% of the TCV. Now, 

the Exchange proposes to modify the 

required criteria under the Step-Up 

Additive Rebate such that a Member 

would now qualify for such tier by 

achieving: (1) a Step-Up ADAV 

(excluding Retail Orders) from April 

2022 that is equal to or greater than 

0.07% of the TCV; or (2) an 

ADAV≥0.70% of the TCV. Thus, such 

proposed change would keep the 

existing criteria intact and add an 

alternative criteria that is based on an 

ADAV threshold that is higher than the 

ADAV threshold under any other of the 

Exchange’s pricing tiers and that no 

Member is currently achieving on the 

Exchange. The Exchange believes that 

this proposed alternative criteria 

provides an incremental incentive for 

Members to strive for higher ADAV on 

the Exchange to receive the additive 

rebate for qualifying executions of 

Added Displayed Volume under such 

tier, and thus, it is designed to 

encourage Members that do not 

currently qualify for such tier to 

increase their overall orders that add 

liquidity to the Exchange. The Exchange 

believes that the tier, as proposed, 

would further incentivize increased 

order flow to the Exchange, thereby 

contributing to a deeper and more liquid 

market to the benefit of all Members. 

The Exchange notes that, as the 

proposed change to the required criteria 

under the Step-Up Additive Rebate 

merely provides an alternative criteria 

and does not change the existing 

criteria, the Exchange believes that such 

change would make the tier easier for 

Members to achieve, and, in turn, while 

the Exchange has no way of predicting 

with certainty how the proposed new 

criteria will impact Member activity, the 

Exchange expects that more Members 

will strive to qualify for such tier than 

currently do, resulting in the 

submission of additional order flow to 

the Exchange. The Exchange is not 

proposing to change the amount of the 

additive rebate provided under such 

tier. 

Liquidity Removal Tier 1 

The Exchange currently charges a 

standard fee of $0.0030 per share for 

executions of orders in securities priced 

at or above $1.00 per share that remove 

liquidity from the Exchange (such 

orders, ‘‘Removed Volume’’). The 

Exchange also currently offers Liquidity 

Removal Tier 1 under which qualifying 

Members are charged a discounted fee 

of $0.00285 per share for executions of 

Removed Volume by achieving: (1) an 

ADAV that is equal to or greater than 

0.30% of the TCV; or (2) an ADV that 

is equal to or greater than 0.60% of the 

TCV. Now, the Exchange proposes to 

increase the fee charged for executions 

of Removed Volume under Liquidity 

Removal Tier 1 to $0.0029 per share,15

and to modify the required criteria such 

that a Member would now qualify for 

such tier by achieving: (1) a Remove 

ADV that is equal to or greater than 

0.30% of the TCV and a Step-Up ADAV 

from April 2022 that is equal to or 

greater than 0.10% of the TCV; or (2) an 

ADV that is equal to or greater than 

1.00% of the TCV. Thus, such proposed 

changes to the required criteria would 

replace the ADAV threshold with a 

Remove ADV threshold and a Step-Up 

ADAV threshold in the first of such 

alternative criteria and increase the 

ADV threshold in the second of such 

alternative criteria. Such changes are 

designed to encourage the submission of 

additional order flow to the Exchange, 

including in the forms of both liquidityremoving volume and liquidity-adding 

volume. While the Exchange’s overall 

pricing philosophy generally encourages 

adding liquidity over removing 

liquidity, the Exchange believes that 

providing alternative criteria that are 

based on different types of volume that 

Members may choose to achieve, such 

as the proposed new criteria which 

includes a Remove ADV threshold, 

contributes to a more robust and wellbalanced market ecosystem on the 

Exchange to the benefit of all Members. 

The purpose of increasing the fee 

charged for executions of Removed 

Volume under such tier as proposed 

(i.e., by $0.00005 per share), which the 

Exchange believes is a modest increase 

and remains commensurate with the 

proposed new required criteria, is for 

business and competitive reasons, as the 

Exchange believes that increasing such 

fee would generate additional revenue 

to offset some of the costs associated 

with the Exchange’s current transaction 

pricing structure, which provides 

various rebates for liquidity-adding 

orders, and the Exchange’s operations 

generally, in a manner that is still 

consistent with the Exchange’s overall 

pricing philosophy of encouraging 

added liquidity. The Exchange is not 

proposing to change the fee charged 

under such tier for executions of orders 

in securities priced below $1.00 per 

share. 

DLI Tiers 

The Exchange currently offers DLI 

Tiers 1 and 2 under which qualifying 

Members are provided an enhanced 

rebate for executions of Added 

Displayed Volume. The DLI Tiers are 

designed to encourage Members, 

through the provision of such enhanced 

rebates for executions of Added 

Displayed Volume, to promote price 

discovery and market quality by quoting 

at the NBBO for a significant portion of 

each day (i.e., through the applicable 

quoting requirement 16) in a large 

number of securities, generally, and in 

the DLI Target Securities,17 in particular 

(i.e., through the applicable securities 

requirements 18), thereby benefitting the 


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(the ‘‘general securities requirement’’) as well as a 

securities requirement that must be achieved by a 

Member meeting the quoting requirement in a 

specified number of DLI Target Securities (the ‘‘DLI 

Target Securities requirement’’). 

19See the Exchange’s Fee Schedule (available at 

https://info.memxtrading.com/fee-schedule/) for 

additional details regarding the Exchange’s DLI 

Tiers and the DLI Target Securities. See also 

Securities Exchange Act Release No. 92150 (June 

10, 2021), 86 FR 32090 (June 16, 2021) (SR–MEMX– 

2021–07) (notice of filing and immediate 

effectiveness of fee changes adopted by the 

Exchange, including the adoption of DLI). 

20 In connection with this proposed change, the 

Exchange is proposing to delete the definition of 

‘‘DLI Target Securities’’ from the Fee Schedule as 

it will no longer be used. 

21The proposed pricing for DLI Tier 1 is referred 

to by the Exchange on the Fee Schedule under the 

existing description ‘‘Added displayed volume, DLI 

Tier 1’’ with a Fee Code of ‘‘Bq1’’, ‘‘Bq1’’ or ‘‘Jq1’’, 

as applicable, and the proposed pricing for DLI Tier 

2 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Added 

displayed volume, DLI Tier 2’’ with a Fee Code of 

‘‘Bq2’’, ‘‘Dq2’’ or ‘‘Jq2’’, as applicable. 

22 15 U.S.C. 78f. 

23 15 U.S.C. 78f(b)(4) and (5). 

Exchange and investors by providing 

improved trading conditions for all 

market participants through narrower 

bid-ask spreads and increased depth of 

liquidity available at the NBBO in a 

broad base of securities, including the 

DLI Target Securities specifically, and 

committing capital to support the 

execution of orders.19 Now, the 

Exchange proposes to modify DLI Tiers 

1 and 2 by modifying the required 

criteria and reducing the rebates for 

executions of Added Displayed Volume 

under such tiers. 

Currently, a Member qualifies for DLI 

Tier 1 by achieving an NBBO Time of 

at least 25% in an average of at least 

1,000 securities, at least 125 of which 

must be DLI Target Securities, per 

trading day during the month; and a 

Member qualifies for DLI Tier 2 by 

achieving an NBBO Time of at least 

25% in an average of 250 securities, at 

least 75 of which must be DLI Target 

Securities, per trading day during the 

month. First, the Exchange proposes to 

modify the required criteria under DLI 

Tiers 1 and 2 by deleting the 

requirement for a Member to meet the 

quoting requirement in a specified 

number of DLI Target Securities (i.e., the 

DLI Target Securities requirement) in 

each of such tiers. Thus, the Exchange 

is proposing to delete the DLI Target 

Securities requirements and the concept 

of DLI Target Securities altogether, and 

the required criteria under each of DLI 

Tiers 1 and 2 would now only be based 

on a Member meeting the quoting 

requirement in the applicable number of 

securities, which may be comprised of 

any securities traded on the Exchange 

(i.e., the general securities 

requirement).20 The existing DLI Target 

Securities requirements under DLI Tiers 

1 and 2 were initially designed to 

incentivize additional quoting 

competition with respect to a designated 

list of securities (i.e., the DLI Target 

Securities) in which the Exchange 

specifically sought to enhance market 

quality. Since the initial adoption of the 

DLI program, each of the DLI Tiers have 

included a DLI Target Securities 

requirement, and the Exchange has seen 

significant improvement in market 

quality with respect to the DLI Target 

Securities. The Exchange now believes 

the DLI Target Securities requirements 

are no longer needed to maintain the 

desired level of market quality with 

respect to the DLI Target Securities, and 

the Exchange therefore no longer wishes 

to, nor is it required to, maintain such 

requirements. 

In addition to the proposed deletion 

of the DLI Target Securities 

requirements under DLI Tiers 1 and 2, 

the Exchange also proposes to increase 

the general securities requirement under 

DLI Tier 2 such that a Member would 

now qualify for DLI Tier 2 by achieving 

an NBBO Time of at least 25% in an 

average of 400 (i.e., increased from 250) 

securities per trading day during the 

month. While the Exchange is proposing 

to delete the DLI Target Securities 

requirement, this proposed increase in 

the general securities requirement under 

DLI Tier 2 is designed to achieve the 

DLI’s market quality benefits described 

above in a broader base of securities 

under such tier. 

In addition to the proposed changes to 

the required criteria under DLI Tiers 1 

and 2 described above, the Exchange is 

also proposing to reduce the rebates for 

executions of Added Displayed Volume 

under such tiers. Currently, the 

Exchange provides enhanced rebates of 

$0.0033 per share under DLI Tier 1 and 

$0.0030 per share under DLI Tier 2 for 

executions of Added Displayed Volume 

for Members that qualify for such tiers. 

Now, the Exchange proposes to reduce 

the rebate provided under DLI Tier 1 to 

$0.0032 per share and the rebate 

provided under DLI Tier 2 to $0.0029 

per share.21 The purpose of reducing the 

enhanced rebates for executions of 

Added Displayed Volume provided 

under DLI Tiers 1 and 2 as proposed 

(i.e., by $0.0001 per share in each case), 

which the Exchange believes is a 

modest decrease and remains 

commensurate with the proposed new 

required criteria in each case, is for 

business and competitive reasons, as the 

Exchange believes the reduction of such 

rebates would decrease the Exchange’s 

expenditures with respect to the 

Exchange’s transaction pricing in a 

manner that is still consistent with the 

Exchange’s overall pricing philosophy 

of encouraging added liquidity and 

promoting the price discovery and 

market quality objectives of the DLI 

Tiers described above. The Exchange is 

not proposing to change the rebates 

provided under such tiers for executions 

of orders in securities priced below 

$1.00 per share. 

DLI Additive Rebate 

Lastly, the Exchange proposes to 

eliminate the DLI Additive Rebate. 

Currently, the Exchange offers a DLI 

Additive Rebate incentive that is 

applicable to DLI Tier 1, which provides 

an additive rebate of $0.0001 per share 

for executions of Added Displayed 

Volume where, for a Member that 

qualifies for DLI Tier 1, such Member 

has an ADAV that is equal to or greater 

than 0.30% of the TCV. The Exchange 

now proposes to eliminate such DLI 

Additive Rebate. The purpose of 

eliminating the DLI Additive Rebate is 

for business and competitive reasons, as 

the Exchange believes the elimination of 

such additive rebate would decrease the 

Exchange’s expenditures with respect to 

the Exchange’s transaction pricing, 

which would enable the Exchange to 

redirect future resources and funding 

into other incentives and tiers intended 

to incentivize increased order flow. For 

these reasons, the Exchange no longer 

wishes to, nor is it required to, maintain 

such tier. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,22

in general, and with Sections 6(b)(4) and 

6(b)(5) of the Act,23 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As discussed above, the Exchange 

operates in a highly fragmented and 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive or incentives to be 

insufficient, and the Exchange 

represents only a small percentage of 

the overall market. The Commission and 

the courts have repeatedly expressed 

their preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. In Regulation NMS, 


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24Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 25 15 U.S.C. 78f(b)(4) and (5). 

the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and also recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 24

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow or discontinue to 

reduce use of certain categories of 

products, in response to new or 

different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, and market 

participants can readily trade on 

competing venues if they deem pricing 

levels at those other venues to be more 

favorable. The Exchange believes the 

proposal reflects a reasonable and 

competitive pricing structure designed 

to incentivize market participants to 

direct additional order flow, including 

through more diverse types of orders, to 

the Exchange, which the Exchange 

believes would enhance liquidity and 

market quality on the Exchange to the 

benefit of all Members, as well as to 

decrease the Exchange’s expenditures 

and generate additional revenue with 

respect to its transaction pricing, 

through the proposed reduced rebates 

and increased fees under certain pricing 

tiers, in a manner that is still consistent 

with the Exchange’s overall pricing 

philosophy of encouraging added 

displayed liquidity. 

The Exchange notes that volumebased incentives and discounts have 

been widely adopted by exchanges, 

including the Exchange, and are 

reasonable, equitable and not unfairly 

discriminatory because they are open to 

all members on an equal basis and 

provide additional benefits or discounts 

that are reasonably related to the value 

to an exchange’s market quality 

associated with higher levels of market 

activity, such as higher levels of 

liquidity provision and/or growth 

patterns, and the introduction of higher 

volumes of orders into the price and 

volume discovery process. The 

Exchange believes that the Liquidity 

Provision Tiers, the Step-Up Additive 

Rebate, Liquidity Removal Tier 1 and 

the DLI Tiers, as modified by the 

proposed changes to the rebates and 

fees, as well as the required criteria, as 

applicable, are reasonable, equitable and 

not unfairly discriminatory for these 

same reasons, as such tiers would 

continue to provide Members with 

incremental incentives to achieve 

certain volume thresholds on the 

Exchange, are available to all Members 

on an equal basis, and, as described 

above, are designed to encourage 

Members to maintain or increase their 

order flow, including through various 

forms of diverse order types, to the 

Exchange in order to qualify for an 

enhanced rebate for executions of 

Added Displayed Volume or a 

discounted fee for executions of 

Removed Volume, thereby deepening 

liquidity, promoting price discovery and 

contributing to a more robust and wellbalanced market ecosystem to the 

benefit of all Members. The Exchange 

also believes that the proposed changes 

to such tiers reflect a reasonable and 

equitable allocation of fees and rebates 

because, as noted above, the Exchange 

believes in each case that the proposed 

new fee or rebate represents a modest 

increase or reduction, as applicable, 

and/or remains commensurate with the 

corresponding required criteria under 

such tier, and in each case is reasonably 

related to the market quality benefits 

that the applicable tier is designed to 

achieve while decreasing expenditures 

or generating additional revenue with 

respect to the Exchange’s transaction 

pricing. 

The Exchange believes that the 

proposed change to the delete the DLI 

Target Securities requirements from the 

required criteria under DLI Tiers 1 and 

2 is reasonable because, as noted above, 

the Exchange believes the DLI Target 

Securities requirements are no longer 

needed to maintain the desired level of 

market quality with respect to the DLI 

Target Securities on the Exchange, and 

the Exchange therefore no longer wishes 

to, nor is it required to, maintain such 

requirements. The Exchange also 

believes that such change is equitable 

and not unfairly discriminatory because 

it will apply to all Members equally and 

make the required criteria under such 

tiers less restrictive, in that Members 

seeking to qualify for such tiers will no 

longer be required to meet the quoting 

requirement in a certain designated list 

of securities, but rather, would have the 

flexibility to choose which securities to 

quote in to meet the applicable general 

securities requirement under such tiers. 

The Exchange also believes the 

proposed change to increase the general 

securities requirement under DLI Tier 2 

from 250 securities to 400 securities is 

reasonable, equitable and not unfairly 

discriminatory because it will apply to 

all Members equally, in that all 

Members will continue to have the 

opportunity to achieve the required 

criteria under such tier, and this 

proposed increase is intended to 

enhance market quality in a broader 

range of securities on the Exchange to 

the benefit of all Members. 

The Exchange believes the proposed 

change to eliminate the DLI Additive 

Rebate is reasonable because, as noted 

above, it would enable the Exchange to 

redirect the associated resources and 

funding into other incentives and tiers, 

and the Exchange is not required to 

maintain such incentive or provide 

Members any opportunities to receive 

additive rebates. The Exchange believes 

the proposal to eliminate such incentive 

is also equitable and not unfairly 

discriminatory because it applies 

equally to all Members, in that the 

incentive would no longer be available 

for any Member. 

For the reasons discussed above, the 

Exchange submits that the proposal 

satisfies the requirements of Sections 

6(b)(4) and 6(b)(5) of the Act 25 in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. As described more fully below 

in the Exchange’s statement regarding 

the burden on competition, the 

Exchange believes that its transaction 

pricing is subject to significant 

competitive forces, and that the 

proposed fees and rebates described 

herein are appropriate to address such 

forces. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposal will result in any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. Instead, as 

discussed above, the proposal is 

intended to incentivize market 

participants to direct additional order 

flow, including through more diverse 

types of orders, to the Exchange, thereby 

enhancing liquidity and market quality 

on the Exchange to the benefit of all 

Members, as well as to decrease the 

Exchange’s expenditures and generate 

additional revenue with respect to its 

transaction pricing in a manner that is 

still consistent with the Exchange’s 

overall pricing philosophy of 

encouraging added displayed liquidity. 

As a result, the Exchange believes the 

proposal would enhance its 

competitiveness as a market that attracts 

actionable orders, thereby making it a 


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26See supra note 24. 

27See supra note 24. 

28NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSE–2006–21)). 

29 15 U.S.C. 78s(b)(3)(A)(ii). 

30 17 CFR 240.19b–4(f)(2). 

more desirable destination venue for its 

customers. For these reasons, the 

Exchange believes that the proposal 

furthers the Commission’s goal in 

adopting Regulation NMS of fostering 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 26

Intramarket Competition 

As discussed above, the Exchange 

believes that the proposal would 

incentivize Members to submit 

additional order flow, including through 

more diverse types of orders, to the 

Exchange, thereby contributing to a 

more robust and well-balanced market 

ecosystem on the Exchange to the 

benefit of all Members as well as 

enhancing the attractiveness of the 

Exchange as a trading venue, which the 

Exchange believes, in turn, would 

continue to encourage market 

participants to direct additional order 

flow to the Exchange. Greater liquidity 

benefits all Members by providing more 

trading opportunities and encourages 

Members to send additional orders to 

the Exchange, thereby contributing to 

robust levels of liquidity, which benefits 

all market participants. The opportunity 

to qualify for the modified Liquidity 

Provision Tiers, Step-Up Additive 

Rebate, Liquidity Removal Tier 1 and 

DLI Tiers, and thus receive the 

corresponding enhanced rebate for 

executions of Added Displayed Volume 

or pay the discounted fee for Removed 

Volume, as applicable, would be 

available to all Members that meet the 

associated volume requirements in any 

month. As described above, the 

Exchange believes that the proposed 

new required criteria under each such 

tier are commensurate with the 

corresponding fee or rebate under such 

tier and are reasonably related to the 

enhanced liquidity and market quality 

that such tier is designed to promote. 

Additionally, as noted above, the 

elimination of the DLI Additive Rebate 

and the DLI Target Securities 

requirements under the DLI Tiers will 

apply to all Members equally, in that the 

DLI Additive Rebate will no longer be 

available for any Member, and no 

Member will be required to meet a DLI 

Target Securities requirement to qualify 

for either of the DLI Tiers. For the 

foregoing reasons, the Exchange believes 

the proposed changes would not impose 

any burden on intramarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Intermarket Competition 

As noted above, the Exchange 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. Members 

have numerous alternative venues that 

they may participate on and direct their 

order flow to, including 15 other 

equities exchanges and numerous 

alternative trading systems and other 

off-exchange venues. As noted above, no 

single registered equities exchange 

currently has more than approximately 

17% of the total market share of 

executed volume of equities trading. 

Thus, in such a low-concentrated and 

highly competitive market, no single 

equities exchange possesses significant 

pricing power in the execution of order 

flow. Moreover, the Exchange believes 

that the ever-shifting market share 

among the exchanges from month to 

month demonstrates that market 

participants can shift order flow or 

discontinue to reduce use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, including with respect 

to executions of Added Displayed 

Volume and Removed Volume, and 

market participants can readily choose 

to send their orders to other exchange 

and off-exchange venues if they deem 

fee levels at those other venues to be 

more favorable. As described above, the 

proposed changes represent a 

competitive proposal through which the 

Exchange is seeking to decrease the 

Exchange’s expenditures and generate 

additional revenue with respect to its 

transaction pricing and to encourage 

additional order flow to the Exchange 

through volume-based tiers, which have 

been widely adopted by exchanges, 

including the Exchange. Accordingly, 

the Exchange believes the proposal 

would not burden, but rather promote, 

intermarket competition by enabling it 

to better compete with other exchanges 

that offer similar pricing incentives to 

market participants that achieve certain 

volume criteria and thresholds. 

Additionally, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 27 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. SEC, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.28 Accordingly, the 

Exchange does not believe its proposed 

pricing changes impose any burden on 

competition that is 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 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 29 and Rule 

19b–4(f)(2) 30 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 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 


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31 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3These eight items are set forth in current MSRB 

Rule G–34(a)(i)(A)(4)(a) through (h). 

4See MSRB Notice 2019–04, MSRB Identifies 

Priority Rules for Retrospective Rule Review 

(February 5, 2019). 

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– 

MEMX–2022–16 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–MEMX–2022–16. 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–MEMX–2022–16 and 

should be submitted on or before 

August 3, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–14877 Filed 7–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95208; File No. SR–MSRB– 

2022–05] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of a Proposed 

Rule Change Consisting of 

Amendments to MSRB Rule G–34 To 

Better Align the CUSIP Requirements 

for Underwriters and Municipal 

Advisors With Current Market 

Practices 

July 7, 2022. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 1, 2022 the Municipal Securities 

Rulemaking Board (‘‘MSRB’’ or 

‘‘Board’’) 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 the MSRB. 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 MSRB filed with the Commission 

a proposed rule change consisting of 

amendments to MSRB Rule G–34, on 

CUSIP numbers, new issue, and market 

information requirements (the 

‘‘proposed rule change’’). The proposed 

rule change would make minor 

amendments to better align Rule G–34’s 

requirements for obtaining CUSIP 

numbers with the process followed by 

market participants and facilitate 

compliance with MSRB Rule G–34 by 

streamlining the rule text. 

If the Commission approves the 

proposed rule change, the MSRB will 

publish a Notice announcing the 

effective date of the proposed rule 

change no later than 10 days following 

Commission approval. The effective 

date will be no later than 30 days 

following Commission approval. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2022- 

Filings.aspx, at the MSRB’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 

MSRB 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 MSRB 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 

Among other things, MSRB Rule G–34 

on CUSIP numbers, new issue, and 

market information requirements 

establishes requirements relating to 

CUSIP numbers for brokers, dealers and 

municipal securities dealers 

(collectively and individually ‘‘dealers’’) 

acting as underwriters and for 

municipal advisors (dealers and 

municipal advisors together, ‘‘regulated 

entities’’). In particular, Rule G– 

34(a)(i)(A) requires dealers acting as 

underwriters and municipal advisors 

advising the issuer with respect to a 

competitive sale of a new issue of 

municipal securities to apply for a 

CUSIP number or numbers based on 

eight specified items of information 

about the new issue.3 MSRB Rule G– 

34(a)(i)(A)(5) addresses the obligations 

to update application information that 

has changed. The rule further stipulates 

details on how these regulated entities 

must apply for CUSIP numbers in detail 

that includes specific data points to be 

included in the application for 

obtaining CUSIP numbers. 

In 2019, the MSRB announced 

priority rules to be considered as part of 

its ongoing retrospective rule review. 

The goal of the review was to help 

ensure that: MSRB rules and 

interpretive guidance are effective in 

their principal goal of protecting 

investors, issuers and the public 

interest; not overly burdensome; clear; 

harmonized with the rules of other 

regulators, as appropriate; and reflective 

of current market practices.4 In this 

announcement, the MSRB listed MSRB 

Rule G–34 as a rule to be prioritized for 


jspears on DSK121TN23PROD with NOTICES1