[Federal Register Volume 86, Number 105 (Thursday, June 3, 2021)]
[Notices]
[Pages 29852-29856]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-11609]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92051; File No. SR-C2-2021-009]
Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Align
the Exchange's Rulebook With the Rulebook of Its Affiliated Exchange,
Cboe Options, Inc. (``Cboe Options'') and Make Other Formatting Changes
May 27, 2021.
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 May 19, 2021, Cboe C2 Exchange, Inc. (the ``Exchange'' or
``C2'') filed with the Securities 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe C2 Exchange, Inc. (the ``Exchange'' or ``C2'') proposes to
align the Exchange's rulebook with the rulebook of its affiliated
Exchange, Cboe Options, Inc. (``Cboe Options'') and make other
formatting changes. The text of the proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/options/regulation/rule_filings/ctwo/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to align the numbers of its rules in the
Exchange's Rulebook with the numbers of the same (or substantially
similar) rules within the rulebook of its affiliated exchange, Cboe
Options.\3\ The Exchange believes aligning the numbers of its rules
with those of the same (or substantially similar) rules of Cboe Options
to the extent practicable \4\ will reduce potential confusion for
market participants. The below table sets forth the rules in the
Exchange's Rulebook, their current rule numbers, and the proposed rule
numbers. As noted in the table below, the proposed rule change deletes
certain reserved rule numbers and adds certain reserved rule numbers to
maintain number alignment with Cboe Options rule numbers.
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\3\ In separate rule filings, the Exchange intends to similarly
align the rule numbers of the Exchange's other affiliated options
exchanges, Cboe BZX Exchange, Inc. and Cboe EDGX Exchange, Inc. with
the rule numbers of Cboe Options and the Exchange.
\4\ The Exchange notes that certain rules are applicable to it
and not Cboe Options, and vice versa.
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Proposed new rule
Rule name Current rule No. No.
------------------------------------------------------------------------
Definitions..................... 1.1............... No change.
Exchange Determinations......... 1.2............... 1.5.
Time............................ 1.3............... 1.6.
Trading Permit Holder Fees...... 2.1............... No change.
Exchange's Costs of Defending 2.2............... 2.5.
Legal Proceedings.
Regulatory Revenues............. 2.3............... 2.2.
Reserved........................ N/A............... 2.4.
Trading Permits................. 3.1 \5\........... No change.
[[Page 29853]]
Denial of and Conditions to 3.2............... No change.
Being a Permit Holder or an
Associated Person.
Persons Associated with Trading 3.3............... No change.
Permit Holder.
Reserved........................ 3.4............... No change.
Trading Permit Holders and 3.5............... No change.
Persons Associated with a
Trading Permit Holder Who Are
or Become Subject to a
Statutory Disqualification.
Dissolution and Liquidation of 3.6............... No change.
Trading Permit Holders.
Obligations of Terminating 3.7............... No change.
Trading Permit Holders.
Responsible Person.............. 3.8............... No change.
Integrated Billing System....... 3.9............... 2.3.
Letters of Guarantee and 3.10.............. 3.61.
Authorization.
C2 Pledge....................... 3.11.............. 3.9.
Maintaining Current Address..... 3.12.............. 3.10.
Educational Classes............. 3.13.............. 3.11.
Effectiveness of a Trading 3.14.............. 3.12.
Permit Holder.
Reserved........................ N/A............... 3.52 [sic]-3.59.
Sponsored Users................. 3.15.............. 3.60.
Affiliation Between the Exchange 3.16.............. 3.62.
and a Trading Permit Holder.
Cboe Trading as Outbound Router. 3.17.............. 3.63.
Cboe Trading as Inbound Router.. 3.18.............. 3.64.
Reserved........................ 3.19.............. Deleted.
Options Listing................. Chapter 4 No change.
(incorporates by
reference Cboe
Options Chapter
4).
Business Conduct................ Chapter 5 Chapter 8
(incorporates by (incorporates by
reference Cboe reference Cboe
Options Chapter Options Chapter
8). 8).
Days and Hours of Business...... 6.1............... 5.1.
Unit of Trading................. 6.2............... 5.2.
Meaning of Premium Bids and 6.3............... 5.3.
Offers.
Minimum Increments for Bids and 6.4............... 5.4.
Offers.
System Access and Connectivity.. 6.8............... 5.5.
Entry and Cancellation of Orders 6.9............... 5.7.
Reserved........................ N/A............... 5.8.
Availability of Orders.......... 6.10.............. 5.6.
Opening Auction Process......... 6.11.............. 5.31.
Order and Quote Book Processing, 6.12.............. 5.32.
Display, Priority, and
Execution.
Complex Orders.................. 6.13.............. 5.33.
Order and Quote Price Protection 6.14.............. 5.34.
Mechanisms and Risk Controls.
Reserved........................ N/A............... 5.35.
Order Routing................... 6.15.............. 5.36.
Binding Transactions............ 6.26.............. 5.11.
Reserved........................ N/A............... 6.1.
Reporting of Matched Trades to 6.27.............. 6.4.
Clearing Corporation.
Transaction Reports; Users' 6.28.............. 6.2.
Identities.
Reserved........................ N/A............... 6.3.
Nullification and Adjustment of 6.29.............. 6.5.
Options Transactions Including
Obvious Errors.
Give Up of a Clearing Trading 6.30.............. 5.10.
Permit Holder.
Clearing Editor................. 6.31.............. 6.6.
Trading Halts................... 6.32.............. 5.20.
Authority to Take Action Under 6.33.............. 5.23.
Emergency Conditions.
Disaster Recovery............... 6.34.............. 5.24.
Message Traffic Mitigation...... 6.35.............. 5.25.
Equity Market Plan to Address 6.39.............. 5.21.
Extraordinary Market Volatility.
Disclaimers and Limitations..... 6.42.............. 1.10.
Limitation on the Liability of 6.43.............. 1.11.
Index Licensors for Options on
Units.
Legal Proceedings Against the 6.44.............. 1.13.\6\
Exchange.
Limitation on Liability of 6.45.............. 1.12.
Reporting Authorities for
Indexes Underlying Options.
Order Exposure Requirements..... 6.50.............. 5.9.
Trading on Knowledge of Imminent 6.51.............. 5.13.\7\
Undisclosed Solicited
Transaction.
Intermarket Linkage............. Chapter 6, Section Chapter 5, Section
E (incorporates E (incorporates
Cboe Options Cboe Options
Chapter 5, Chapter 5,
Section by Section by
reference). reference).
Exercises and Deliveries........ Chapter 6, Section Chapter 6, Section
F (incorporates B (incorporates
Cboe Options Cboe Options
Chapter 6, Chapter 6,
Section B by Section B by
reference). reference).
Prohibition on Transactions Off 6.60.............. 5.12.
the Exchange.
Off-Floor Transfers of Positions 6.61.............. 6.7.
Off-Floor RWA Transfers......... 6.62.............. 6.8.
In-Kind Exchange of Options 6.63.............. 6.9.
Positions and ETF Shares and
UIT Interests.
[[Page 29854]]
Regulatory Records, Reports, and Chapter 7, Section No change.
Audits--General. A (incorporates
by reference Cboe
Options Chapter
7, Section A).
Consolidated Audit Trail (CAT).. Chapter 7, Section No change.
B (incorporates
by reference Cboe
Options Chapter
7, Section B).
Initial Market-Maker 8.1............... 3.52.
Registration.
Market-Maker Class Appointments. 8.2............... 5.50.
Market-Maker Class Appointment 8.3............... 5.50(d).
Costs.
Good Standing for Market-Makers. 8.4............... 5.53.
Obligations of Market-Makers.... 8.5............... 5.51.
Market-Maker Quotes............. 8.6............... 5.52.
Securities Accounts and Orders 8.7............... 7.6.
of Market-Makers.
Financial Requirements and 8.8............... Delete (Chapter 11
Arrangement for Market-Makers. already
incorporates an
identical Cboe
Options Rule by
reference).\8\
Doing Business with the Public.. Chapter 9 No change.
(incorporates by
reference Cboe
Options Chapter
9).
Margin Requirements............. Chapter 10 No change.
(incorporates by
reference Cboe
Options Chapter
10).
Net Capital Requirements........ Chapter 11 No change.
(incorporates by
reference Cboe
Options Chapter
11).
Summary Suspension.............. Chapter 12 No change.
(incorporates by
reference Cboe
Options Chapter
12).
Discipline...................... Chapter 13 No change.\9\
(incorporates by
reference Cboe
Options Chapter
13).
Arbitration..................... Chapter 14 No change.
(incorporates by
reference Cboe
Options Chapter
14).
Hearings and Review............. Chapter 15 No change.
(incorporates by
reference Cboe
Options Chapter
15).
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The proposed rule change also updates cross-references to reflect
the proposed changes in the above table and updates chapter and section
headings and to conform to those in the Cboe Options rulebook. The
proposed rule change also corrects certain cross-references that are
currently inaccurate, as follows:
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\5\ In separate rule filings, the Exchange intends to align the
membership rules included in Chapter 3 of the Exchange's Rulebook
with the membership rules included in Cboe Options' Rulebook.
\6\ Proposed Rule 1.13 is the same as Cboe Options Rule 1.15. As
Cboe Options Rules 1.13 and 1.14 are applicable to Cboe Options but
not the Exchange, the Exchange expects Cboe Options to submit a
separate filing to renumber Cboe Options Rule 1.15 to Rule 1.13, and
then renumber current Cboe Options Rules 1.13 and 1.14 to Rules 1.14
and 1.15, respectively.
\7\ The Exchange notes current Rule 6.51 (proposed Rule 5.13) is
the same as Cboe Options Rule 5.86(e). As Cboe Options Rule 5.86(e)
is inapplicable to C2, the proposed rule change moves current Rule
6.51 to Rule 5.13, which is a rule number not currently in the Cboe
Options rulebook. The Exchange and Cboe Options will consider
whether additional changes can be made to further align this and
other rule numbers.
\8\ Chapter 11 of the Exchange's Rulebook incorporates by
reference Chapter 11 of the Cboe Options Rulebook, including Cboe
Options Rule 11.6, which is virtually identical to current C2 Rule
8.8. Therefore, current C2 Rule 8.8 is redundant.
\9\ Currently, Chapter 13 of the Exchange Rulebook states that
any references in Cboe Options Rule 13.15 to Rule 2.3 are deemed to
refer to C2 Rule 3.9. Current Rule 3.9 and Cboe Options Rule 2.3 are
identical, and with the proposed move of C2 Rule 3.9 to Rule 2.3,
that sentence in Chapter 13 is no longer necessary. Therefore, the
proposed rule change deletes that sentence from Chapter 13.
Additionally, Rule 13.15(g)(19) currently includes a parenthetical
reference to Rule 6.34(b), which is also referenced in the body of
that rule. The other C2-specific provisions in Rule 13.15 do not
include such parenthetical reference in the rule provision heading,
so the proposed rule change deletes that reference for consistency
throughout the rule.
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Rule location of current Current cross- Revised/accurate
inaccurate cross-reference reference cross-reference
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1.1 (definition of 6.80 (incorrect Cboe 5.65 (Cboe Options
``Protected Quotation''). Options rule number rule number
(which should be incorporated by
Cboe Options Rule reference into
5.65) incorporated proposed C2 Chapter
by reference into 5, Section E).
current C2 Chapter
6, Section E).
1.1 (definition of ``System Chapters 5 and 24 Chapter 4
Securities''). (should be Chapter (incorporates by
4). reference Cboe
Options Chapter 4).
1.1 (definition of ``Unit'') Rule 5.3, Rule 4.3,
Interpretation and Interpretation and
Policy .06 Policy .06) (Cboe
(incorrect Cboe Options rule number
Options rule number incorporated by
(which should be reference into C2
Cboe Options Rule Chapter 4).
4.3, Interpretation
and Policy .06)
incorporated by
reference into
current C2 Chapter
4).
6.42(f) (proposed Rule Chapter 19 (should Chapter 15 (which
1.10(f)). be Chapter 15, incorporates by
which incorporates reference Cboe
by reference Cboe Options Chapter
Options Chapter 15). 15).
[[Page 29855]]
6.43(a) (proposed Rule 1.11) Rule 5.3.06 Rule 4.3,
(incorrect Cboe Interpretation and
Options rule number Policy .06) (Cboe
(which should be Options rule number
Cboe Options Rule incorporated by
4.3, Interpretation reference into C2
and Policy .06) Chapter 4).
incorporated by
reference into
current C2 Chapter
4).
3.1(f)...................... Chapter 17 (should Chapter 13 (which
be Chapter 13, incorporates by
which incorporates reference Cboe
by reference Cboe Options Chapter
Options Chapter 13). 13).
3.2(e)...................... Chapter 19 (should Chapter 15 (which
be Chapter 15, incorporates by
which incorporates reference Cboe
by reference Cboe Options Chapter
Options Chapter 15). 15).
3.6......................... Chapter 16 (should Chapter 12 (which
be Chapter 12, incorporates by
which incorporates reference Cboe
by reference Cboe Options Chapter
Options Chapter 12). 12).
3.13 (proposed Rule 3.11)... Rule 17.50 Rule 13.15 and
(incorrect Cboe Chapter 13 (which
Options rule incorporates by
number, which reference Cboe
should be Cboe Options Rule 13.15
Options Rule 13.15 and Chapter 13,
(incorporated by respectively).
reference into C2
Chapter 13) and
Chapter 17 (should
be Chapter 13,
which incorporates
by reference Cboe
Options Chapter 13).
6.3(b) (proposed 5.3(b)).... 5.7 (should be 5.2.
current Rule 6.2,
which is proposed
Rule 5.2).
6.10(c) (definition of 5.66 (incorrect Cboe 5.66 (Cboe Options
``Cancel Back''). Options rule, which rule incorporated
should be Cboe by reference into
Options Rule 5.66 proposed C2 Chapter
(incorporated by 5, Section E).
reference into C2
Chapter 6, Section
E (proposed C2
Chapter 5, Section
E).
6.30(h) (proposed 5.10(h)).. 8.1 (correct Cboe 8.1 (Cboe Options
Options rule rule incorporated
number, but is by reference into
incorporated by proposed C2 Chapter
reference into 8).
current C2 Chapter
5 (proposed C2
Chapter 8)).
6.51 (proposed 5.13)........ 8.1 (correct Cboe 8.1 (Cboe Options
Options rule rule incorporated
number, but is by reference into
incorporated by proposed C2 Chapter
reference into 8).
current C2 Chapter
5 (proposed C2
Chapter 8)).
6.32, Interpretation and 6.1 (should be 5.31.
Policy .02(c) (proposed current 6.11
5.20, Interpretation and (proposed 5.31).
Policy .02(c)).
6.61(a)(1) (proposed 8.5 and 8.14 8.5 and 8.14 (Cboe
6.7(a)(1)). (correct Cboe Options rules
Options rule incorporated by
numbers, but is reference into
incorporated by proposed C2 Chapter
reference into 8).
current C2 Chapter
5 (proposed C2
Chapter 8)).
Chapter 7, Section B........ Section F of Cboe Section B of Cboe
Options Chapter VI Options Chapter 6
(should be Section [sic].
B of Cboe Options
Chapter 6).
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The proposed rule change makes no substantive changes to any rule
text.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\10\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \11\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \12\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
\12\ Id.
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In particular, the Exchange believes the proposed rule change will
remove impediments to and perfect the mechanism of a free and open
market and a national market system, and, in general, to protect
investors and the public interest by aligning the numbers and format of
the Exchange's rules within its Rulebook with the rule numbers of the
same rules in the rulebook of Cboe Options, which is affiliated with
the Exchange.\13\ The Exchange believes consistent numbering (and
chapter and section headings) among rulebooks of affiliated exchanges
for rules (and chapter and section headings) that are the same (or
substantially similar) may simplify the rulebooks of the Exchange and
its affiliated exchanges as well as reduce confusion among participants
of the Exchange that are also participants on Cboe Options. The
Exchange believes this consistency will foster cooperation and
coordination with persons engaged in facilitating transactions in
securities.
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\13\ A significant portion of the Exchange's Rulebook
incorporates by reference Cboe Options rules and is already aligned
numerically with the Cboe Options rulebook. The proposed rule change
aligns the numbers of all rules and chapters in the Exchange's
Rulebook with those of the Cboe Options rulebook.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change has
no competitive impact, as it merely changes the numbers of certain
rules (and updates cross-references, as appropriate) and chapter and
section heading names and font, but makes no substantive changes to any
rule text.
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.
[[Page 29856]]
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) of the Act \14\ and paragraph (f) of Rule 19b-4 \15\
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 will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4(f).
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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 [email protected]. Please include
File Number SR-C2-2021-009 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-C2-2021-009. 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-C2-2021-009 and should be submitted on
or before June 24, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11609 Filed 6-2-21; 8:45 am]
BILLING CODE 8011-01-P