Federal Register / Vol. 87, No. 134 / Thursday, July 14, 2022 / Notices 42239 

20 15 U.S.C. 78s(b)(3)(A)(iii). 

21 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

22 17 CFR 240.19b–4(f)(6). 

23 17 CFR 240.19b–4(f)(6)(iii). 

24For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

25 15 U.S.C. 78s(b)(2)(B). 

26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 94975 (May 

24, 2022), 87 FR 32482 (May 31, 2022) (SR–DTC– 

2022–004) (‘‘Notice of Filing’’). 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed change is not intended to 

address competition, but rather, makes 

clarifying changes to Rule 5.22 in order 

to benefit all Trading Permit Holders 

equally. The Exchange does not believe 

that removing the MWCB rule text that 

is applicable to equity securities would 

have any impact on competition as the 

revised rule text will look substantively 

similar to the rules of other competing 

options exchanges. The Exchange seeks 

to ensure consistency amongst 

exchanges with respect to this industrywide program without implicating any 

competitive issues. 

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 

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)(iii) of the Act 20 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.21

A proposed rule change filed under 

Rule 19b–4(f)(6) 22 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),23 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange asked that the 

Commission waive the 30 day operative 

delay so that the proposal may become 

operative immediately upon filing. The 

proposed rule change simply removes 

rule text that does not apply to stock 

options exchanges and would clarify the 

MWCB halt process. Therefore, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change as operative upon 

filing.24

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 

under Section 19(b)(2)(B) 25 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– 

CBOE–2022–035 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–CBOE–2022–035. 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–CBOE–2022–035 

and should be submitted on or before 

August 4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–14999 Filed 7–13–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95232; File No. SR–DTC– 

2022–004] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Approving a Proposed Rule Change To 

Require Applicants, Participants, and 

Pledgees To Maintain or Upgrade Their 

Network or Communications 

Technology 

July 8, 2022. 

I. Introduction 

On May 11, 2022, The Depository 

Trust Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) proposed rule change 

SR–DTC–2022–004 (‘‘Proposed Rule 

Change’’) pursuant to Section 19(b)(1) of 

the Securities Exchange Act of 1934 

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

The Proposed Rule Change was 

published for comment in the Federal 

Register on May 31, 2022.3 The 

Commission did not receive any 

comment letters on the proposed rule 

change. For the reasons discussed 


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4 DTC’s Rules are available at https://dtcc.com/∼/ 

media/Files/Downloads/legal/rules/dtc_rules.pdf. 

5See Financial Stability Oversight Counsel 2012 

Annual Report, Appendix A (‘‘FSOC 2012 Report’’), 

available at http://www.treasury.gov/initiatives/ 

fsoc/Documents/2012-20Annual-20Report.pdf. 

6 12 U.S.C. 5465(e)(1). See FSOC 2012 Report, 

supra note 5. 

7See FSOC 2012 Report, Appendix A, supra note 

5. 

8Notice of Filing, supra note 3, at 32482. 

9 Id. 

10 Id. 

11 Id. 

12 Id. 

13 Id. 

14 Id., at 32482–83. 

15 Id.. NIST is part of the U.S. Department of 

Commerce. The IETF is an open standards 

organization that develops and promotes voluntary 

internet standards, in particular, the technical 

standards that comprise the internet protocol suite 

(TCP/IP). For example, NIST Special Publication 

800–52 revision 2, specifies servers that support 

government-only applications shall be configured to 

use Transport Layer Security (‘‘TLS’’) 1.2 and 

should be configured to use TLS 1.3 as well. See 

https://nvlpubs.nist.gov/nistpubs/ 

SpecialPublications/NIST.SP.800-52r2.pdf. (TLS, 

the successor of the now-deprecated Secure Sockets 

Layer (‘‘SSL’’), is a cryptographic protocol designed 

to provide communications security over a 

computer network.) These servers should not be 

configured to use TLS 1.1 and shall not use TLS 1.0, 

SSL 3.0, or SSL 2.0. Additionally, the IETF formally 

deprecated TLS versions 1.0 and 1.1 in March of 

2021, stating that ‘‘[t]hese versions lack support for 

current and recommended cryptographic algorithms 

and mechanisms, and various government and 

industry profiles of applications using TLS now 

mandate avoiding these old TLS versions. . . . 

Removing support for older versions from 

implementations reduces the attack surface, reduces 

opportunity for misconfiguration, and streamlines 

library and product maintenance.’’ See https://

datatracker.ietf.org/doc/rfc8996/. DTC would also 

require participants to discontinue using File 

Transfer Protocol (‘‘FTP’’), which DTC believes to 

be an insecure protocol because it transfers user 

authentication data (username and password) and 

file data as plain-text (not encrypted) over the 

network. Notice of Filing, supra note 3, at 32482– 

83. 

16Notice of Filing, supra note 3, at 32483. 

17 Id., at 32482–83. 

18 Id. 

19Notice of Filing, supra note 3, at 32483. 

20 15 U.S.C. 78s(b)(2)(C). 

21 15 U.S.C. 78q–1(b)(3)(F). 

22 15 U.S.C. 78q–1(b)(3)(G). 

23 17 CFR 240.17Ad–22(e)(17)(i) and (ii). 

24 17 CFR 240.17Ad–22(e)(21)(iv). 

25 15 U.S.C. 78q–1(b)(3)(F). 

below, the Commission is approving the 

Proposed Rule Change. 

II. Description of the Proposed Rule 

Change 

A. Background 

DTC proposes to modify its Rules 

(‘‘Rules’’) 4 to require its Participants, 

Pledgees, and applicants for 

membership (collectively, 

‘‘participants’’) to upgrade and maintain 

their network technology, and 

communications technology or 

protocols, to meet standards that DTC 

would identify and publish via 

Important Notice on its website, as 

described more fully below. 

DTC provides depository services and 

asset servicing for a wide range of 

security types such as money market 

instruments, equities, warrants, rights, 

corporate debt and notes, municipal 

bonds, government securities, assetbacked securities, and collateralized 

mortgage obligations.5 In light of its 

critical role in the marketplace, DTC 

was designated a Systemically 

Important Financial Market Utility 

(‘‘SIFMU’’) under Title VIII of the DoddFrank Wall Street Reform and Consumer 

Protection Act of 2010.6 Due to DTC’s 

unique position in the marketplace, a 

failure or a disruption at DTC could, 

among other things, increase the risk of 

significant liquidity problems spreading 

among financial institutions or markets, 

and thereby threaten the stability of the 

financial system in the United States.7

DTC’s Rules currently do not require, 

either as part of an application for 

membership or as an ongoing 

membership requirement, any level or 

version for network technology, such as 

a web browser or other technology, or 

any level or version of communications 

technology or protocols, such as email 

encryption, secure messaging, or file 

transfers, that participants may use to 

connect to or communicate with DTC.8

Therefore, DTC currently maintains 

multiple network and communications 

methods and protocols to interact with 

its participants.9 This includes some 

outdated communication technologies 

in order to support participants that 

continue to use such older 

technologies.10 DTC believes that 

continuing to use such outdated 

technologies could render 

communications between DTC and 

some of its participants vulnerable to 

cyber risks.11 Additionally, participants’ 

use of outdated technology delays DTC’s 

implementation of its own internal 

system upgrades, which by doing so, 

risks losing connectivity between DTC 

and a number of its participants.12

Finally, DTC states that it currently 

expends additional resources, both in 

personnel and equipment, to maintain 

outdated communications channels.13

To mitigate the foregoing security 

concerns and resource inefficiencies, 

DTC proposes to require its participants 

to upgrade and maintain network 

technology, communication technology, 

and protocol standards, in accordance 

with applicable technology standards 

that DTC would identify and publish via 

Important Notice on its website from 

time to time.14 DTC would base these 

requirements on standards set forth by 

widely accepted organizations such as 

the National Institute of Standards and 

Technology (‘‘NIST’’) and the internet 

Engineer Task Force (‘‘IETF’’).15

To implement the proposed changes, 

DTC would revise its Rules to require 

participants to maintain or upgrade 

their network technology, 

communications technology, or 

protocols on the systems that connect to 

DTC, to the version DTC requires, 

within the time period DTC requires.16

Consistent with the guidance from NIST 

and other standards organizations, DTC 

would require the use of TLS 1.2, 

Secure FTP (‘‘SFTP’’), and other modern 

technology and communication 

standards and protocols, by its 

participants for communication with 

DTC.17 DTC would publish such 

requirements via Important Notice on its 

website.18 DTC also proposes to amend 

its Rules to provide that failure to 

perform a necessary technology upgrade 

within the required timeframe would 

subject participants to a disciplinary 

sanctions.19

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 20

directs the Commission to approve a 

proposed rule change of a selfregulatory organization if it finds that 

such proposed rule change is consistent 

with the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization. After 

careful consideration, the Commission 

finds that the Proposed Rule Change is 

consistent with the requirements of the 

Act and the rules and regulations 

applicable to DTC. In particular, the 

Commission finds that the Proposed 

Rule Change is consistent with Sections 

17A(b)(3)(F) 21 and (b)(3)(G) 22 of the Act 

and Rules 17Ad–22(e)(17) 23 and 

(e)(21) 24 thereunder. 

A. Consistency With Section 

17A(b)(3)(F) of the Act 

Section 17A(b)(3)(F) of the Act 

requires that the rules of a clearing 

agency be designed to, among other 

things, promote the prompt and 

accurate clearance and settlement of 

securities transactions and assure the 

safeguarding of securities and funds 

which are in the custody or control of 

the clearing agency or for which it is 

responsible.25

As described above, DTC proposes to 

require its participants to upgrade and 

maintain network technology, and 

communication technology and protocol 

standards, that meet the standards 

identified by DTC and published via 


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Federal Register / Vol. 87, No. 134 / Thursday, July 14, 2022 / Notices 42241 

26 Id. 

27 15 U.S.C. 78q–1(b)(3)(G). 

28 Id. Additionally, by including the monetary 

fine provision in its Rules, DTC would enable its 

participants to better identify and evaluate the 

material costs they might incur by participating in 

DTC, consistent with Rule 17Ad–22(e)(23)(ii). 

under the Act, which requires a covered clearing 

agency to establish, implement, maintain, and 

enforce written policies and procedures reasonably 

designed to provide sufficient information to enable 

participants to identify and evaluate the risks, fees, 

and other material costs they incur by participating 

in the covered clearing agency. See 17 CFR 

240.17Ad–22(e)(23)(ii). 

29 17 CFR 240.17Ad–22(e)(17)(i). 

30 Id. 

31 17 CFR 240.17Ad–22(e)(17)(ii). 

32 Id. 

Important Notice to DTC’s website from 

time to time. DTC would use standards 

set forth by widely accepted 

organizations such as NIST and the 

IETF as the requirements. The proposed 

requirements would enable DTC to 

avoid communicating with its 

participants using outdated technologies 

that present security vulnerabilities to 

DTC. Specifically, as an initial matter, 

the proposed requirements would 

enable DTC to discontinue using 

communication technologies such as 

TLS 1.0, TLS 1.1, SSL 2.0, SSL 3.0, and 

FTP, which have been deemed not 

secure by organizations such as NIST 

and/or the IETF. Removing support for 

such outdated technologies would 

reduce DTC’s potential exposure to 

cyberattacks and other cyber 

vulnerabilities. 

If not adequately addressed, the risk 

of cyberattacks and other cyber 

vulnerabilities could affect DTC’s 

network and, in turn, DTC’s ability to 

clear and settle securities transactions, 

or to safeguard the securities and funds 

which are in DTC’s custody or control, 

or for which it is responsible. DTC 

designed the proposed requirements for 

participants to upgrade their 

communications technology to address 

those risks, as described above. 

Accordingly, the Commission finds the 

proposed technology requirements on 

DTC’s participants would promote the 

prompt and accurate clearance and 

settlement of securities transactions and 

assure the safeguarding of securities and 

funds which are in the custody or 

control of DTC or for which it is 

responsible, consistent with the 

requirements of Section 17A(b)(3)(F) of 

the Act.26

B. Consistency With Section 

17A(b)(3)(G) of the Act 

Section 17A(b)(3)(G) of the Act 

requires the rules of a clearing agency to 

provide that its participants shall be 

appropriately disciplined for violation 

of any provision of the rules of the 

clearing agency by fine or other fitting 

sanction.27 As noted above, DTC 

proposes to require its participants to 

upgrade and maintain network 

technology, communication technology, 

and protocol standards, in accordance 

with applicable technology standards 

that DTC would identify and publish via 

Important Notice on its website. The 

proposed requirements would enable 

DTC to avoid communicating with its 

participants using outdated technologies 

that present security vulnerabilities to 

DTC. If not adequately addressed, such 

vulnerabilities could affect DTC’s 

network and its ability to operate. DTC 

also proposes to amend its Rules to 

provide that failure to perform a 

necessary technology upgrade within 

the required timeframe would subject 

participants to disciplinary sanctions. 

Because the proposed disciplinary 

sanctions should incentivize DTC’s 

participants to upgrade and maintain 

secure communications technology, 

thereby reducing DTC’s operational 

risks, the Commission finds the 

proposed rule change is consistent with 

the requirements of Section 17A(b)(3)(G) 

of the Act.28

C. Consistency With Rule 17Ad– 

22(e)(17) Under the Act 

Rule 17Ad–22(e)(17)(i) under the Act 

requires that each covered clearing 

agency establish, implement, maintain 

and enforce written policies and 

procedures reasonably designed to 

manage the covered clearing agency’s 

operational risks by identifying the 

plausible sources of operational risk, 

both internal and external, and 

mitigating their impact through the use 

of appropriate systems, policies, 

procedures, and controls.29 DTC’s 

operational risks include cyber risks to 

its electronic systems. 

As described above, DTC and its 

participants connect electronically to 

communicate with one another. 

However, DTC’s Rules currently do not 

require any level or version for network 

technology, such as a web browser or 

other technology, or any level or version 

of communications technology or 

protocols, such as email encryption, 

secure messaging, or file transfers, that 

participants may use to connect to or 

communicate with DTC. As a result, 

DTC maintains some outdated 

communication technologies in order to 

support participants that continue to 

use such older technologies. Continuing 

to use such outdated technologies could 

render communications between DTC 

and some of its participants vulnerable 

to cyber risks. 

To mitigate the foregoing cyber risks, 

DTC proposes to require its participants 

to upgrade and maintain network 

technology, and communication 

technology and protocol standards that 

meet the standards identified by DTC 

from time to time. The proposed 

technology requirements should reduce 

DTC’s cyber risk by requiring 

participants to upgrade and maintain 

communications technology based on 

standards set forth by widely accepted 

organizations such as NIST and the 

IETF, thereby decreasing the operational 

risks presented to DTC. Because the 

proposed technology requirements 

would help DTC mitigate plausible 

sources of external operational risk, the 

Commission finds the proposed changes 

are consistent with the requirements of 

Rule 17Ad–22(e)(17)(i) under the Act.30

Rule 17Ad–22(e)(17)(ii) under the Act 

requires that each covered clearing 

agency establish, implement, maintain 

and enforce written policies and 

procedures reasonably designed to 

manage the covered clearing agency’s 

operational risks by ensuring, in part, 

that systems have a high degree of 

security, resiliency, and operational 

reliability.31 As noted above, DTC’s 

operational risks include cyber risks. 

As described above, DTC’s Rules 

currently do not require any level or 

version for network technology, such as 

a web browser or other technology, or 

any level or version of communications 

technology or protocols, such as email 

encryption, secure messaging, or file 

transfers, that participants may use to 

connect to or communicate with DTC. 

DTC designed the proposed technology 

requirements to reduce cyber risks by 

requiring its participants to upgrade and 

maintain communications technology 

based on standards set forth by widely 

accepted organizations such as NIST 

and the IETF. Requiring DTC’s 

participants to use only secure 

communications technology would 

reduce DTC’s cyber risks and thereby 

strengthen the security, resiliency, and 

operational reliability of DTC’s network 

and other systems. Because the 

proposed technology requirements 

would enhance DTC’s ability to ensure 

that its systems have a high degree of 

security, resiliency, and operational 

reliability, the Commission finds the 

Proposed Rule Change is consistent 

with the requirements of Rule 17Ad– 

22(e)(17)(ii) under the Act.32

D. Consistency With Rule 17Ad– 

22(e)(21) Under the Act 

Rule 17Ad–22(e)(21)(iv) under the Act 

requires that each covered clearing 

agency establish, implement, maintain 


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33 17 CFR 240.17Ad–22(e)(21)(iv). 

34 Id. 

35 15 U.S.C. 78q–1. 

36 15 U.S.C. 78s(b)(2). 

37 In approving the Proposed Rule Change, the 

Commission considered the proposals’ impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

38 17 CFR 200.30–3(a)(12). 

1The Participants joining the motion include 

BOX Exchange LLC; Cboe BYX Exchange, Inc., Cboe 

BZX Exchange, Inc., Cboe EDGA Exchange, Inc., 

Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc. 

and Cboe Exchange, Inc.; Investors Exchange LLC; 

MEMX LLC; Miami International Securities 

Exchange LLC, MIAX Emerald, LLC, MIAX PEARL, 

LLC; NASDAQ BX, Inc., Nasdaq GEMX, LLC, 

Nasdaq ISE, LLC, Nasdaq MRX, LLC, NASDAQ 

PHLX LLC, The NASDAQ Stock Market LLC; and 

New York Stock Exchange LLC, NYSE American 

LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and 

NYSE National, Inc. Participants FINRA and LongTerm Stock Exchange, Inc. did not approve the stay 

motions. 

2The following Participants joined in the stay 

motions but did not approve the filing of a petition 

for judicial review: Investors Exchange LLC, MEMX 

LLC, Miami International Securities Exchange LLC, 

MIAX Emerald, LLC, and MIAX PEARL, LLC. 

Participants FINRA and Long-Term Stock 

Exchange, Inc. did not approve the stay motions or 

the filing of a petition for judicial review. 

3See Letter from K. King, Counsel for 

Consolidated Audit Trail, LLC, Covington & Burling 

LLP, to Vanessa Countryman, Secretary, 

Commission (January 12, 2022). 

and enforce written policies and 

procedures reasonably designed to have 

the covered clearing agency’s 

management regularly review the 

efficiency and effectiveness of its use of 

technology and communication 

procedures.33

As mentioned above, DTC maintains 

multiple network and communication 

methods to interact with its 

participants, including certain outdated 

communication technologies necessary 

to support participants that continue to 

use such older technologies. DTC 

believes that continuing to use such 

outdated technologies could render 

communications between DTC and 

some of its participants vulnerable to 

cyber risks. Additionally, participants’ 

use of outdated technology delays DTC’s 

implementation of its own internal 

system upgrades, which by doing so, 

risks losing connectivity between DTC 

and a number of its participants. 

Finally, DTC states that it currently 

expends unnecessary resources to 

maintain outdated communications 

channels. In other words, DTC has 

subjected its network communication 

methods to review for efficiency and 

effectiveness. As a result, to enhance the 

efficiency and effectiveness of its 

technology and communication 

procedures, DTC proposes to require its 

participants to upgrade and maintain 

network technology, communication 

technology, and protocol standards, in 

accordance with applicable technology 

standards that DTC would identify and 

publish via Important Notice on its 

website. Because the Proposed Rule 

Change is an outgrowth of DTC’s review 

of the efficiency and effectiveness of its 

technology and communication 

procedures, the Commission finds the 

Proposed Rule Change is consistent 

with the requirements of Rule 17Ad– 

22(e)(21)(iv) under the Act.34

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the Proposed 

Rule Change is consistent with the 

requirements of the Act and in 

particular with the requirements of 

Section 17A of the Act 35 and the rules 

and regulations promulgated 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 36 that 

Proposed Rule Change SR–DTC–2022– 

004, be, and hereby is, approved.37

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–15003 Filed 7–13–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Securities Exchange Act of 1934: Release 

No. 34–95235/July 8, 2022] 

In the Matter of the: Order Granting 

Temporary Conditional Exemptive 

Relief Pursuant to Section 36 of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and Rule 608(e) of 

Regulation NMS Under the Exchange 

Act, Relating to Certain Requirements 

of the National Market System Plan 

Governing the Consolidated Audit 

Trail; In the Matter of the: Order 

Granting Temporary Conditional 

Exemptive Relief Pursuant to Section 

36 of the Exchange Act and Rule 608(e) 

of Regulation NMS Under the 

Exchange Act, From Section 8.1.1 and 

Section 8.1.2 of Appendix D of the 

National Market System Plan 

Governing the Consolidated Audit 

Trail; Order Denying Stay 

On December 16, 2020, the 

Commission issued two orders pursuant 

to Section 36 of the Exchange Act and 

Rule 608(e) of Regulation NMS under 

the Exchange Act: (1) an Order Granting 

Temporary Conditional Exemptive 

Relief Pursuant to Section 36 of the 

Exchange Act and Rule 608(e) of 

Regulation NMS Under the Exchange 

Act Relating to Certain Requirements of 

the National Market System Plan 

Governing the Consolidated Audit Trail, 

Release No. 34–90688 (Dec. 16, 2020) 

(the ‘‘First Order’’); and (2) an Order 

Granting Temporary Conditional 

Exemptive Relief Pursuant to Section 36 

of the Exchange Act and Rule 608(e) of 

Regulation NMS Under the Exchange 

Act From Section 8.1.1 and Section 

8.1.2 of Appendix D of the National 

Market System Plan Governing the 

Consolidated Audit Trail, Release No. 

34–90689 (Dec. 16, 2020) (the ‘‘Second 

Order’’) (together, the ‘‘prior Orders’’). 

On February 14, 2021, Petitioner 

Consolidated Audit Trail, LLC 

(‘‘Petitioner’’ or ‘‘CAT LLC’’), on behalf 

of itself and a majority of the 

Participants in the National Market 

System Plan Governing the 

Consolidated Audit Trail (‘‘CAT NMS 

Plan’’ or ‘‘Plan’’) (together, 

‘‘Petitioners’’) 1 filed with the 

Commission the pending motions for 

partial stays of the prior Orders. That 

same day, Petitioners 2 filed petitions in 

the U.S. Court of Appeals for the District 

of Columbia Circuit seeking review of 

the Orders. See Case Nos. 21–1065, 21– 

1066. Petitioners sought a partial stay of 

the prior Orders until the Commission 

‘‘had an opportunity to consider all the 

Participants’ arguments and supporting 

evidence’’ and ‘‘reevaluate whether the 

Order[s] [are] appropriate in light of that 

information,’’ or, in the alternative, 

pending resolution of the petitions for 

judicial review. Since that time, the 

Participants and Commission staff have 

been engaged in ongoing discussions 

with the goal of resolving or narrowing 

their differences with respect to the 

issues raised in the Participants’ stay 

motions. On January 12, 2022, the 

Participants requested that the 

Commission supplement the record to 

include certain additional materials 

prepared in connection with those 

discussions.3

On July 8, 2022, after careful review 

of the arguments and evidence proffered 

by the Participants, the Commission 

issued an Order Granting Temporary 

Conditional Exemptive Relief, Pursuant 

to Section 36 of the Exchange Act and 

Rule 608(e) of Regulation NMS under 

the Exchange Act, from Certain 

Requirements of the National Market 

System Plan Governing the 

Consolidated Audit Trail (the ‘‘Third 

Order’’), which supersedes the prior 

Orders. The Third Order clarifies certain 

aspects of the prior Orders and modifies 


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