Federal Register / Vol. 87, No. 134 / Thursday, July 14, 2022 / Notices 42243 

4On February 14, 2021, the Participants also filed 

a motion for a protective order shielding from 

public disclosure certain documents submitted in 

connection with their stay motions as well as 

portions of the motions that refer to those 

documents, pursuant to SEC Rule of Practice 322. 

Finding that the harm resulting from disclosure of 

that material would outweigh the benefits of 

disclosure, we grant the motion for a protective 

order. 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(4). 

5Pursuant to the DTC Rules, the term 

‘‘Procedures’’ means the Procedures, service guides, 

and regulations of DTC adopted pursuant to Rule 

27, as amended from time to time. See Rule 1, 

Section 1, infra note 7. DTC’s Procedures are filed 

with the Commission. They are binding on DTC and 

each Participant in the same manner that they are 

bound by the DTC Rules. See Rule 27, infra note 

7. 

6Tax Event Announcements provides 

Participants with information-only announcements 

regarding taxable events that may give rise to 

information and/or withholding obligations which 

occur even in the absence of an actual distribution 

of dividend and interest payments (‘‘Tax Events’’). 

See Distributions Guide, infra note 7, at 14. 

7Each capitalized term not otherwise defined 

herein has its respective meaning as set forth in the 

Rules, By-Laws and Organization Certificate of The 

Depository Trust Company (‘‘DTC Rules’’), 

available at http://www.dtcc.com/legal/rules-andprocedures.aspx, and the DTC Corporate Actions 

Distributions Service Guide (‘‘Distributions 

Guide’’), available at https://www.dtcc.com/∼/ 

media/Files/Downloads/legal/service-guides/ 

Service-Guide-Distributions.pdf. 

8 Distribution Events covered by Announcements 

include cash dividends, interest, principal, capital 

gains, sale of rights on American depositary 

receipts, return of capital, dividend with option, 

stock splits, stock dividends, automatic dividend 

reinvestments, spinoffs, rights distributions, pay in 

kind, and liquidation. See Distributions Guide, 

supra note 7, at 12. 

9See Distributions Guide, supra note 7, at 14–15. 

See also Securities Exchange Act Release No. 81871 

(October 13, 2017), 82 FR 48734 (October 19, 2017) 

(SR–DTC–2017–018) and Securities Exchange Act 

Release No. 87729 (December 12, 2019), 84 FR 

69424 (December 18, 2019) (SR–DTC–2019–011). 

10Pursuant to the DTC Rules, the term 

‘‘Procedures’’ means the Procedures, service guides, 

and regulations of DTC adopted pursuant to Rule 

27, as amended from time to time. See Rule 1, 

Section 1, supra note 7. DTC’s Procedures are filed 

with the Commission. They are binding on DTC and 

each Participant in the same manner that they are 

bound by the DTC Rules. See Rule 27, supra note 

7. 

11Tax Event Announcements provides 

Participants with information-only announcements 

regarding taxable events that may give rise to 

information and/or withholding obligations which 

occur even in the absence of an actual distribution 

of dividend and interest payments (‘‘Tax Events’’). 

See Distributions Guide, supra note 7, at 14. 

other aspects of the prior Orders in light 

of subsequent developments and/or 

additional information provided by the 

Participants. It also gives the 

Participants until July 31, 2024 to either 

come into compliance with the relevant 

provisions of the CAT NMS Plan or to 

develop alternative solutions that 

achieve the regulatory goals of Rule 613 

and the CAT NMS Plan in a more costeffective manner. Because the terms of 

the Third Order now govern, the terms 

of the prior Orders are no longer in 

force, and the pending motions are 

moot.4

Accordingly, it is ordered that the 

motions for a stay of the prior Orders be 

denied as moot. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–14983 Filed 7–13–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95231; File No. SR–DTC– 

2022–008] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing of Immediate Effectiveness of a 

Proposed Rule Change To Amend the 

DTC Distributions Guide To Enhance 

the Tax Event Announcements Feature 

of the Distributions Service and Make 

Related Clarifying Changes 

July 8, 2022. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on June 30, 

2022, The Depository Trust Company 

(‘‘DTC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II and III below, which Items 

have been prepared by the clearing 

agency. DTC filed the proposed rule 

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

of the Act 3 and Rule 19b–4(f)(4) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change would 

amend the Procedures 5 set forth in the 

Distributions Guide to accommodate 

Participants’ tax reporting and 

withholding obligations, by setting forth 

a proposed enhancement to DTC’s 

Procedure for the Tax Events 

Announcements feature (‘‘Tax Event 

Announcements’’) of DTC’s 

Distributions Service,6 as described 

below.7

Announcements 

The Distributions Service includes the 

announcement, collection, allocation 

and reporting by DTC, on behalf of its 

Participants, of dividend, interest and 

principal payments for Eligible 

Securities held by Participants at DTC 

(‘‘Announcements’’). This centralized 

processing provides efficiency for 

Participants for their receipt of (i) 

payment information and (ii) payments 

on distributions covered by 

Announcements (‘‘Distribution Event’’) 8

from multiple issuers and agents. 

DTC also provides a Participant 

holding a Security in its DTC account 

with Tax Events Announcements for 

distributions subject to Sections 305(c) 

and 871(m) of the Internal Revenue 

Code (‘‘Code’’).9 The proposed rule 

change would enhance Tax Event 

Announcements by adding a new type 

of Tax Event to be referred to as a 

‘‘1042–S Classification,’’ as more fully 

described below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The proposed rule change would 

amend the Procedures 10 set forth in the 

Distributions Guide to accommodate 

Participants’ tax reporting and 

withholding obligations, by setting forth 

a proposed enhancement to DTC’s 

Procedure for the Tax Events 

Announcements feature (‘‘Tax Event 

Announcements’’) of DTC’s 

Distributions Service,11 as described 

below. 

(a) Announcements 

The Distributions Service includes the 

announcement, collection, allocation 

and reporting by DTC, on behalf of its 

Participants, of dividend, interest and 

principal payments for Eligible 

Securities held by Participants at DTC 

(‘‘Announcements’’). This centralized 

processing provides efficiency for 

Participants for their receipt of (i) 

payment information and (ii) payments 

on distributions covered by 

Announcements (‘‘Distribution 


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12 Distribution Events covered by 

Announcements include cash dividends, interest, 

principal, capital gains, sale of rights on American 

depositary receipts, return of capital, dividend with 

option, stock splits, stock dividends, automatic 

dividend reinvestments, spinoffs, rights 

distributions, pay in kind, and liquidation. See 

Distributions Guide, supra note 7, at 12. 

13See Distributions Guide, supra note 7, at 14– 

15. See also Securities Exchange Act Release No. 

81871 (October 13, 2017), 82 FR 48734 (October 19, 

2017) (SR–DTC–2017–018) and Securities Exchange 

Act Release No. 87729 (December 12, 2019), 84 FR 

69424 (December 18, 2019) (SR–DTC–2019–011) 

14 26 CFR 1.1446–4(b)(4). 

15 26 CFR 1.1446–4(b)(1) (providing definition of 

publicly traded partnership). 

16Pursuant to Rule 5, Section 1 of the DTC Rules, 

an Eligible Security shall only be a Security 

accepted by DTC, in its sole discretion, as an 

Eligible Security. DTC shall accept a Security as an 

Eligible Security only (a) upon a determination by 

DTC that it has the operational capability and can 

obtain information regarding the Security necessary 

to permit it to provide its services to Participants 

and Pledgees when such Security is Deposited and 

(b) upon such inquiry, or based upon such criteria, 

as DTC may, in its sole discretion, determine from 

time to time. DTC Rules, Rule 5, supra note 7. See 

also DTC Operational Arrangements Necessary for 

Securities to Become and Remain Eligible for DTC 

Services (‘‘OA’’), available at http://www.dtcc.com/ 

∼/media/Files/Downloads/legal/issue-eligibility/ 

eligibility/operational-arrangements.pdf, at 6–9 

(setting forth DTC eligibility requirements). 

17 DTC holds eligible securities on behalf of 

Participants and reflects the transfer of interests in 

those securities among Participants by 

computerized book-entry. Eligible securities 

deposited with DTC for book-entry transfer services 

are registered in the name of its nominee, Cede & 

Co. (‘‘Cede’’), a New York partnership. When the 

certificates are registered in the name of Cede, DTC 

acquires legal title to the securities and, when DTC 

credits interests in these securities to the securities 

accounts of Participants, those Participants acquire 

a beneficial interest in the securities. A Participant 

does not have a right to any particular security; 

each Participant has a proportionate interest in the 

fungible total inventory of the issue held by DTC. 

See DTC Disclosure Framework for Covered 

Clearing Agencies and Financial Market 

Infrastructures (December 2021), available at http:// 

www.dtcc.com/∼/media/Files/Downloads/legal/ 

policy-and-compliance/DTC_Disclosure_

Framework.pdf, at 9. 18See Form 1042–S, available at https://

www.irs.gov/pub/irs-pdf/f1042s.pdf. 19See supra note 14. 

20The Record Date is the date set by an issuer of 

a security by which an investor must own the 

security in order to be eligible to receive an 

upcoming distribution. See OA, supra note 16, at 

26. 

Event’’) 12 from multiple issuers and 

agents. 

DTC also provides a Participant 

holding a Security in its DTC account 

with Tax Events Announcements for 

distributions subject to Sections 305(c) 

and 871(m) of the Internal Revenue 

Code (‘‘Code’’).13 The proposed rule 

change would enhance Tax Event 

Announcements by adding a new type 

of Tax Event to be referred to as a 

‘‘1042–S Classification,’’ as more fully 

described below. 

Proposed New Type of Tax Event 

Announcement for 1042–S 

Classifications 

Pursuant to Rule 1.1446–4(b)(4) under 

the Code 14, issuers of publicly traded 

partnerships 15 that are Eligible 

Securities,16 starting with distributions 

on or after January 1, 2023, will be 

required to provide DTC’s nominee, 

Cede & Co., as registered holder of the 

Security,17 with ‘‘qualified notices’’ that 

classify a distribution into multiple 

components for tax withholding and 

Internal Revenue Service Form 1042– 

S 18 reporting purposes. For example, on 

a $1.00 distribution, the qualified notice 

may state that $0.60 is considered 

dividend income and $0.40 is income 

effectively connected with the conduct 

of a trade or business in the United 

States. DTC would forward to 

Participants such qualified notices that 

it receives from issuers, as discussed 

below. 

Meanwhile, other issuers may not be 

required to provide DTC with 

classification information for Form 

1042–S reporting purposes. For 

example, a regulated investment 

company may classify a portion of a 

distribution as representing interestrelated dividends or as a short-term 

capital gain dividend but would not be 

required to provide a ‘‘qualified notice’’ 

to DTC pursuant to Rule 1.1446– 

4(b)(4).19 This classification information 

would not be reported to DTC on a 

‘‘qualified notice’’ and currently could 

not be made available to Participants 

through the facilities of DTC. Rather, to 

obtain the information needed to fulfill 

any tax reporting obligations a 

Participant or its customer may have 

with regard to such classifications, DTC 

understands that Participants and their 

customers obtain the necessary 

information from the respective issuers’ 

websites or from 3rd party vendors. 

Based on discussions with issuers and 

Participants, DTC understands that 

having to obtain this information on an 

individual CUSIP-by-CUSIP basis from 

issuers’ websites or getting this 

information after the distribution from a 

vendor, may create inefficiencies for 

Participants and their customers that 

would be mitigated if such information 

were made available in a more 

centralized format. 

To facilitate the distribution of this 

classification information in a 

centralized format to Participants 

holding such Securities at DTC, DTC 

proposes to create a new Tax Event 

‘‘Sub Event Type’’ (i.e., the ‘‘1042–S 

Classification’’) with the various tax 

components that make up a distribution, 

as more fully described below. Subject 

to requirements described below, DTC 

would (i) receive 1042–S Classification 

information that issuers voluntarily 

provide to DTC for this purpose and (ii) 

distribute the information to 

Participants that hold the applicable 

securities. Information that issuers are 

required to provide to DTC pursuant to 

Rule 1.1446–4(b)(4) would also be 

included in the 1042–S Classification 

Sub Event Type. 

Proposed Rule Change 

Pursuant to the proposed rule change, 

the Distributions Guide would be 

revised to reflect the addition of ‘‘1042– 

S Classifications’’ as a ‘‘Sub Event 

Type’’ under the Tax Event 

Announcement feature. The new 1042– 

S Classification would include a 

template to facilitate an issuer’s 

transmission of the distribution 

information that the issuer wishes be 

made available to Participants through 

the facilities of DTC, broken down by 

applicable classifications corresponding 

to the applicable income codes for a 

Distribution Event. 

The Distributions Guide would 

provide that an issuer that wishes to 

have such 1042–S Classifications made 

available to Participants through the 

facilities of DTC, would be required to 

utilize this template. However, issuers 

making payments subject to Rule 

1.1446–4(b)(4) under the Internal 

Revenue Code may provide a ‘‘qualified 

notice’’ in lieu of the template. In 

addition, to promote timeliness and 

accuracy of issuer information, the 

Distributions Guide would provide that 

the breakdown of the classifications 

must be provided to DTC prior to the 

record date (‘‘Record Date’’) 20 and 

should not be subject to change. The 

Distributions Guide would also provide 

that by providing DTC with this 

template, the issuer certifies that the 

information provided in the template is 

not subject to change. However, the text 

would provide that DTC will accept and 

distribute updated information to 

Participants to the extent an issuer 

notifies DTC that the issuer entered an 

error in the applicable template or 

qualified notice provided by it to DTC 

and the issuer provides DTC with a 

corrected template or qualified notice, 

as applicable. In addition, the text 

would provide that DTC reserves the 

right not to accept classification 

information from issuers that do not 

abide by the requirements included in 

the Distributions Guide. 

The proposed text would also state 

that each issuer and its affiliates, in the 

aggregate, may provide templates for up 

to, but no more than, 12 CUSIP numbers 


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21 Depending on demand for the transmittal of 

1042–S Classifications through the facilities of DTC, 

and general availability of processing resources at 

DTC, DTC may submit a future proposed rule 

change to amend the Distributions Guide to 

increase the CUSIP Limit. Given this limitation, the 

text would note that to the extent 1042–S 

Classification information applicable to a 

Participant’s holdings is not made available through 

Tax Events Announcements, the Participant should 

obtain such information from the issuer outside of 

DTC. 

22See supra note 14. 

23The Cash Rate field is used to display the 

amount of a deemed distribution or dividend 

equivalent payment. See Distributions Guide, supra 

note 7, at 15. 

24See DTC Fee Guide, available at https://

www.dtcc.com/∼/media/Files/Downloads/legal/feeguides/2022-DTC-Fee-Schedule-FINAL, at 15. 

25 15 U.S.C. 78q–1(b)(3)(F). 

26 Id. 

27 In connection with their use of DTC’s services, 

Participants must comply with all applicable laws, 

including, but not limited to, all applicable laws 

relating to taxation. See DTC Rule 2, Section 8, 

supra note 7. 28 15 U.S.C. 78q–1(b)(3)(I). 

per month (‘‘CUSIP Limit’’).21 The 

number of qualified notices provided by 

an issuer would not be included in the 

determination of the CUSIP Limit for 

that issuer or its affiliates, because it is 

mandatory under Rule 1.1446–4(b)(4) 22

for issuers to deliver such notices to 

DTC, as described above. 

The text of the Distributions Guide 

also would be updated to clarify that 

‘‘305(c) Deemed Dividends’’ and 

‘‘871(m) Dividend Equivalent Amounts’’ 

are Sub Event Types. 

In addition, text in the Distributions 

Guide that describes a ‘‘Cash Rate’’ 

field 23 that is included in a Tax Event 

Announcement would be expanded and 

clarified to describe the field’s contents 

for each Sub Event Type. In this regard, 

three items would be added below the 

description of Cash Rate as follows: 

• field used for the amount of the 

deemed distribution for sub event 

type of 305(c) Deemed Dividends 

• field used to provide the dividend 

equivalent amount for sub event type 

of 871(m) Dividend Equivalent 

Amount 

• Events with 1042–S Classifications 

will include multiple cash rates with 

each cash rate having a corresponding 

income code per the instructions for 

Form 1042–S, as applicable.’’ 

Finally, DTC would add text to the 

Distributions Guide as it relates to Tax 

Event Announcements to clarify that 

DTC does not independently verify the 

accuracy and/or completeness of Tax 

Event Announcement information it 

receives from issuers and agents, and 

that it is the sole responsibility of each 

Participant to ensure the accuracy and 

completeness of Tax Event 

Announcement information that it uses 

for any purpose, including but not 

limited to tax withholding and 

reporting. 

Applicability of Tax Event Fee 

As with DTC’s distribution of other 

Tax Event information to Participants, 

the distribution of 1042–S Classification 

information would be subject to the 

‘‘Tax Event Announcement Fee’’ of $12 

per Announcement, as set forth in the 

Fee Guide.24

2. Statutory Basis 

DTC believes that the proposed rule 

change is consistent with the 

requirements of the Act, and the rules 

and regulations thereunder applicable to 

DTC, in particular Section 

17A(b)(3)(F) 25 of the Act. 

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

requires, inter alia, that the rules of the 

clearing agency be designed to promote 

the prompt and accurate clearance and 

settlement of securities transactions.26

As described above, the proposed rule 

change would update the Distributions 

Guide to enhance the Distributions 

Service by including the distribution of 

Announcements for Tax Events for 

Securities subject to ‘‘1042–S 

Classification’’ requirements to 

Participants and make certain related 

clarifying changes described above. By 

providing for the distribution of such 

information, the proposed rule change 

would help facilitate Participants’ 

compliance with federal tax 

withholding obligations for Eligible 

Securities subject to Tax Events that are 

on Deposit at DTC and making use of 

DTC’s book-entry transfer and 

settlement services. This would further 

facilitate Participants’ ability to 

continue to maintain Eligible Securities 

subject to 1042–S Classifications on 

Deposit at DTC and make use of DTC’s 

book-entry transfer and settlement 

services with respect to those Securities, 

in accordance with DTC Rules 

requirements relating to the use of DTC 

services by Participants.27 Therefore, by 

facilitating Participant’s ability to 

continue to use DTC’s book-entry 

transfer and settlement services at DTC 

with respect to Eligible Securities that 

are subject to 1042–S Classifications, the 

proposed rule change would promote 

the prompt and accurate clearance and 

settlement of securities transactions, 

consistent with the requirements of the 

Act, in particular Section 17A(b)(3)(F) of 

the Act, cited above. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC believes that the proposed rule 

change to amend the Distributions 

Guide to update fields used by DTC to 

report Tax Events, as described above, 

could impose a burden on competition 

by subjecting Participants that hold 

Eligible Securities that may be subject to 

1042–S Classifications to additional fees 

which may negatively affect such 

Participant’s operating costs. 

DTC believes any burden on 

competition imposed by the proposed 

rule changes would not be significant, 

and to the extent the proposed rule 

change may impose a burden on 

competition, DTC believes it would be 

necessary and appropriate in 

furtherance of the purposes of the Act.28

DTC has discussed the proposal with 

Participants that hold Eligible Securities 

that may be subject to 1042–S 

Classifications, and issuers of those 

Securities, and DTC understands that 

Participants and their customers obtain 

the necessary information from the 

respective issuers’ websites or from 3rd 

party vendors. DTC understands that 

having to obtain this information on an 

individual CUSIP-by-CUSIP basis from 

issuers’ websites or getting this 

information after the distribution from a 

vendor, creates inefficiencies and timing 

issues for Participants and their 

customers relating to the piecemeal 

nature of the retrieval of such 

information, that would be mitigated if 

such information were made available 

in a more centralized format through 

DTC. 

DTC believes that any burden on 

competition imposed by the proposal 

would be necessary because the 

proposed rule change would provide 

Participants with a centralized means to 

timely (in relation to Record Date) 

receive 1042–S Classification 

announcement information needed to 

facilitate their compliance with tax 

withholding and reporting obligations 

relating to payments on Eligible 

Securities for which issuers provide 

1042–S Classification information to 

DTC, as described above. 

DTC believes that any burden on 

competition imposed by the proposal 

would be appropriate because the fees 

are intended to provide revenue that is 

close to the costs to DTC of building and 

providing the services described above. 

DTC believes the Tax Event 

Announcements feature has a positive 

effect on competition among 

Participants because the service allows 

Participants to receive applicable tax 

information in a more efficient manner, 

thereby reducing the resources they 

would need to allocate to obtain the 

applicable tax-related information on a 

CUSIP-by-CUSIP basis through issuers 


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29 Id. 

30 Id. 

31See supra note 14. 

32See supra note 14. 

33See supra note 14. 

34 15 U.S.C. 78s(b)(3)(A). 

35 17 CFR 240.19b–4(f). 

and 3rd party vendors. The service also 

provides issuers with a more efficient 

method of providing Tax Event 

information to parties that need to see 

such information in order to facilitate 

timely tax withholding and reporting. 

DTC believes this enhances competition 

among Participants by allowing parties 

to receive such information more 

quickly and in a more streamlined 

manner. Based on experiences with 

existing services provided through the 

Tax Event Announcements feature and 

discussions with Participants, DTC 

believes that despite the Tax Event Fee 

that would be charged to Participants 

holding affected securities for the 

distribution of 1042–S Classification 

information, the distribution of such 

information through the facilities of 

DTC would provide benefits to 

Participants in terms of processing and 

timing efficiencies that should mitigate 

the impact of any such fees charged. As 

such, DTC believes these proposed rule 

changes would be appropriate in 

furtherance of the purposes of the Act, 

as permitted by Section 17A(b)(3)(I) of 

the Act. 

DTC does not believe that the aspect 

of the proposed rule change to make 

certain clarifying changes to the 

Distributions Guide, as described above, 

would have an impact on competition.29

Having a clear and accurate 

Distributions Guide would facilitate 

Participants’ understanding of the 

Distributions Guide and provide 

Participants with increased 

predictability and certainty regarding 

their obligations regarding DTC Tax 

Event Announcement feature. 

Therefore, DTC believes that the 

proposed rule change to make clarifying 

changes to the Rules and the Settlement 

Guide would not have an impact on 

competition.30

DTC does not believe that the aspect 

of the proposed rule change to establish 

the CUSIP Limit for an issuer and its 

affiliates to be able to submit up to 12 

templates per month, as described 

above, would have any impact, or 

impose any burden on competition, 

because issuers and their affiliates 

would be subject to the same CUSIP 

Limit for submission of templates per 

month, and all Participants holding the 

applicable issues would be able to 

receive the same aggregate amount of 

notices for any issuer and its affiliates 

as all other Participants holding the 

same issues. However, to the extent the 

proposed rule change could cause a 

burden because certain issuers may 

reach the CUSIP Limit, DTC does not 

believe the burden would have a 

significant impact on competition 

because issuers that reach the CUSIP 

Limit in a given month would be able 

to continue to make 1042–S 

Classification information available 

outside DTC, and Participants would be 

able to retrieve the information, as they 

do today. To the extent the proposed 

rule change could cause a burden 

because certain issuers may have 

issuances that are not subject to the 

CUSIP Limit because distributions for 

those issues are subject to the 

requirements of Rule 1.1446–4(b)(4),31

and therefore may be able to submit 

qualified notices for more than 12 

CUSIPS per month, as described above, 

DTC does not believe burden would 

have a significant impact on 

competition because DTC understands 

from conversations with issuers, and its 

own observations of activity of issuers 

that may be subject to Rule 1.1446– 

4(b)(4),32 that such issuers and their 

affiliates would likely supply an amount 

of qualified notices, if any, that is well 

below the amount of the CUSIP Limit 

that would be established for issuers 

that would otherwise submit templates 

that are subject to the CUSIP Limit. 

Also, due to their status as publicly 

traded partnerships that are subject to 

Rule 1.1446–4(b)(4),33 DTC understands 

that such issuers and their affiliates 

would not have a need to submit 

templates that could cause them in the 

aggregate to issue notices for 1042- 

Classification information that would 

exceed 12 CUSIPS per month. DTC also 

believes any burden on competition 

imposed by this exception of the CUSIP 

Limit would be necessary and 

appropriate in furtherance of the 

purposes of the Act because, as 

indicated above, such issuers are under 

a regulatory obligation to provide 

qualified notices to DTC regardless of 

the amount of issuances they may have 

that are subject to such requirements. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. If any written comments are 

received, they would be publicly filed 

as an Exhibit 2 to this filing, as required 

by Form 19b–4 and the General 

Instructions thereto. 

Persons submitting comments are 

cautioned that, according to Section IV 

(Solicitation of Comments) of the 

Exhibit 1A in the General Instructions to 

Form 19b–4, the Commission does not 

edit personal identifying information 

from comment submissions. 

Commenters should submit only 

information that they wish to make 

available publicly, including their 

name, email address, and any other 

identifying information. 

All prospective commenters should 

follow the Commission’s instructions on 

how to submit comments, available at 

https://www.sec.gov/regulatory-actions/ 

how-to-submit-comments. General 

questions regarding the rule filing 

process or logistical questions regarding 

this filing should be directed to the 

Main Office of the Commission’s 

Division of Trading and Markets at 

tradingandmarkets@sec.gov or 202– 

551–5777. 

DTC reserves the right to not respond 

to any comments received. 

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) 34 of the Act and paragraph 

(f) 35 of Rule 19b–4 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. 

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– 

DTC–2022–008 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2022–008. This file 

number should be included on the 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 134 / Thursday, July 14, 2022 / Notices 42247 

36 17 CFR 200.30–3(a)(12). 

1The Participants include BOX Exchange LLC, 

Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., 

Cboe C2 Exchange, Inc., Cboe EDGA Exchange, Inc., 

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

Financial Industry Regulatory Authority, Inc., 

Investors’ Exchange LLC, Long-Term Stock 

Exchange, Inc., 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, 

New York Stock Exchange LLC, NYSE American 

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

NYSE National, Inc. 

2See Securities Exchange Act Release No. 67457 

(July 18, 2012), 77 FR 45722 (Aug. 1, 2012) (‘‘Rule 

613 Adopting Release’’). 

3Securities Exchange Act Release No. 78318 

(Nov. 15, 2016), 81 FR 84696, (Nov. 23, 2016) 

(‘‘CAT NMS Plan Approval Order’’). The CAT NMS 

Plan is Exhibit A to the CAT NMS Plan Approval 

Order. See CAT NMS Plan Approval Order, at 

84943–85034. The CAT NMS Plan functions as the 

limited liability company agreement of the jointly 

owned limited liability company formed under 

Delaware state law through which the Participants 

conduct the activities of the CAT (the ‘‘Company’’). 

Each Participant is a member of the Company and 

jointly owns the Company on an equal basis. The 

Participants submitted to the Commission a 

proposed amendment to the CAT NMS Plan on 

Aug. 29, 2019, which they designated as effective 

on filing. Under the amendment, the limited 

liability company agreement of a new limited 

liability company named Consolidated Audit Trail, 

LLC serves as the CAT NMS Plan, replacing in its 

entirety the CAT NMS Plan. See Securities 

Exchange Act Release No. 87149 (Sept. 27, 2019), 

84 FR 52905 (Oct. 3, 2019). 

4See Securities Exchange Act Release No. 90689 

(Dec. 16, 2020), 85 FR 83667 (Dec. 22, 2020) (the 

‘‘First Order’’); see also Letter from Michael Simon, 

CAT NMS Plan Operating Committee Chair, to 

Vanessa Countryman, Secretary, Commission, dated 

Dec. 1, 2020, available at ≤https://catnmsplan.com/ 

sites/default/files/2020-12/12.01.20-CATExemption-Request-OTQT.pdf (‘‘Participant 

Letter’’). 

5See Securities Exchange Act Release No. 90688 

(Dec. 16, 2020), 85 FR 83634 (Dec. 22, 2020) (the 

‘‘Second Order’’). 

6 Id. at 83634. 

7See Motion for Partial Stay of Order 34–90689, 

at 2 (‘‘First Motion’’); Motion for Partial Stay of 

Order 34–90688, at 2 (‘‘Second Motion’’). Financial 

Industry Regulatory Authority, Inc. and Long-Term 

Stock Exchange, Inc. did not join these motions. 

8See Petition for Review, USCA Case No. 21– 

1065; Petition for Review, USCA Case No. 21–1066. 

Financial Industry Regulatory Authority, Inc., 

Investors Exchange LLC, Long-Term Stock 

Exchange, Inc., MEMX LLC, Miami International 

Securities Exchange LLC, MIAX Emerald, LLC, and 

MIAX PEARL, LLC did not join these petitions. 

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 DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–DTC– 

2022–008 and should be submitted on 

or before August 4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–15002 Filed 7–13–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95234] 

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, From Certain 

Requirements of the National Market 

System Plan Governing the 

Consolidated Audit Trail 

July 8, 2022. 

I. Introduction 

In July 2012, the Securities and 

Exchange Commission (the 

‘‘Commission’’ or the ‘‘SEC’’) adopted 

Rule 613 of Regulation NMS, which 

required national securities exchanges 

and national securities associations (the 

‘‘Participants’’) 1 to jointly develop and 

submit to the Commission a national 

market system plan to create, 

implement, and maintain a consolidated 

audit trail (the ‘‘CAT’’).2 The goal of 

Rule 613 was to create a modernized 

audit trail system that would provide 

regulators with timely access to a 

comprehensive set of trading data, thus 

enabling regulators to more efficiently 

and effectively analyze and reconstruct 

market events, monitor market behavior, 

conduct market analysis to support 

regulatory decisions, and perform 

surveillance, investigation, and 

enforcement activities. On November 

15, 2016, the Commission approved the 

national market system plan required by 

Rule 613 (the ‘‘CAT NMS Plan’’).3

The Commission recognizes that the 

Participants have expended, and 

continue to expend, substantial 

resources and effort towards the 

development and implementation of the 

CAT. To provide the Participants with 

more time to meet certain requirements 

of the CAT NMS Plan and thereby allow 

the Participants to prioritize and focus 

resources on meeting other 

implementation goals, the Commission 

issued two exemptive orders on 

December 16, 2020 (collectively, the 

‘‘prior Orders’’). In the first order, in 

response to a request from the 

Participants, the Commission granted 

temporary conditional relief from 

certain performance requirements 

related to the online targeted query tool 

(‘‘OTQT’’).4 The second order granted 

temporary conditional relief from the 

following requirements: (1) 

requirements for lifecycle linkages 

timeframes; (2) requirements for reprocessing of corrected data received 

after T+5; (3) linkage requirements for 

Securities Information Processor data 

(‘‘SIP Data’’); (4) reporting requirements 

for port-level settings; (5) requirements 

for lifecycle linkages between customer 

orders and ‘‘representative’’ orders; and 

(6) requirements for Participant 

reporting of rejected orders.5 Although 

the Participants did not request the 

relief granted in the Second Order, the 

Commission believed that granting such 

relief was necessary in order to ‘‘provide 

Participants the time to develop the 

necessary technological, system or 

procedural changes to meet the CAT 

NMS Plan requirements’’ at stake.6

On February 14, 2021, a subset of the 

Participants filed motions requesting 

that the Commission stay the December 

2020 orders, based on their concern that 

portions of the orders ‘‘interpret and 

apply the Plan in ways that will 

produce unintended adverse 

consequences, present implementation 

challenges, or both.’’ 7 Corresponding 

petitions for judicial review were also 

filed with the D.C. Circuit by a smaller 

subset of the Participants.8 In their 

motions to stay and supporting 

materials, the Participants urged the 

Commission to consider their 

‘‘arguments and supporting evidence 

and to reevaluate whether the Order[s] 

[were] appropriate in light of that 


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