[Federal Register Volume 86, Number 244 (Thursday, December 23, 2021)]
[Notices]
[Pages 73072-73075]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-27926]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93834; File No. SR-CboeBZX-2021-083]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change To Amend Rule 25.3, Which Governs the 
Exchange's Minor Rule Violation Plan, in Connection With Certain Minor 
Rule Violations and Applicable Fines

December 20, 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 December 6, 2021, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX Options'') 
proposes to amend Rule 25.3, which governs the Exchange's Minor Rule 
Violation Plan (``MRVP''), in connection with certain minor rule 
violations and applicable fines. 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/equities/regulation/rule_filings/bzx/), 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 amend its MRVP in Rule 25.3 in connection 
with certain minor rule violations and applicable fines. Rule 25.3 
provides for disposition of specific violations through assessment of 
fines in lieu of conducting a formal disciplinary proceeding.\3\ 
Current Rule 25.3(a)-(g) sets forth a list of specific Exchange Rules 
under which an Options Member, associated person of an Options Member, 
or registered or non-registered employee of an Options Member may be 
subject to a fine for violations of such Rules and the applicable fines 
that may be imposed by the Exchange. Specifically, the proposed rule 
change amends Rule 25.3 by: (1) Eliminating the violation of Rule 
22.6(a) in Rule 25.3(c), which currently imposes fines for violations 
of Rules 22.6(a) through (c) (Market Maker Quotations); (2) relocating 
violations of Rule 22.6(b) (regarding Market Maker initial quote volume 
requirements) and Rule 22.6(c) (regarding Market Maker two-sided quote 
requirements) to Rule 25.3(d),\4\ which currently imposes fines for 
violations of Rule 22.6(d) (regarding Market Maker continuous quoting 
obligations) so that a single MRVP provision governs violations of a 
Market Maker's quoting obligations; and (3) updating the fine schedule 
applicable to minor rule violations related to a Market Maker Quoting 
Obligations (i.e., Rules 22.6(b)-(d), as proposed) in Rule 25.3(d).
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    \3\ The Exchange may, with respect to any such violation, 
proceed under Rule 8.15 (Imposition of Fines for Minor Violation(s) 
of Rules) and impose the fine set forth in Rule 25.3(a)-(g).
    \4\ As a result of the proposed elimination or relocation of the 
rule violations listed under Rule 25.3(c), the proposed rule change 
ultimately eliminates Rule 25.3(c) from the MRVP and subsequently 
renumbers current Rules 25.3(d), 25.3(e), 25.3(f) and 25.3(g) to 
Rules 25.3(c), 25.3(d), 25.3(e) and 25.3(f), respectively.
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    First, the proposed rule change eliminates the violation of 22.6(a) 
currently in Rule 25.3(c) of the MRVP. Specifically, Rule 22.6(a) 
requires a Market Maker to submit bids and offers that are firm for all 
orders. The Exchange no longer believes violations of Rule 22.6(a) to 
be minor in nature and therefore proposes to remove it from the list of 
rules in Rule 25.3 eligible for a minor rule fine disposition. 
Particularly, the Exchange believes that violations of Rule 22.6(a) may 
directly impact trading on the Exchange, the maintenance of a fair and 
orderly market and customer protections because honoring firm 
quotations is vital in promoting efficient functioning of intermarket 
price priority and trading in general. Pursuant to Rule 25.3, the 
Exchange is not required to proceed under said Rules as to any rule 
violation and may, whenever such action is deemed appropriate, commence 
a disciplinary proceeding under Chapter VIII (Discipline) rules as to 
any such violation. The Exchange notes that the proposed rule change is 
consistent with the MRVP of its affiliated options exchange, Cboe 
Exchange, Inc. (``Cboe Options''), which recently filed a proposal, 
approved by the Commission,\5\ to no longer include such violations as 
eligible for a minor rule disposition on Cboe Options for the same 
reason--it no longer believed violations of the firm quote requirement 
to be minor in nature.
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    \5\ See Securities Exchange Act Release No. 92702 (August 18, 
2021), 86 FR 47346 (August 24, 2021) (SR-CBOE-2021-045) (Notice of 
Filing and Order Granting Accelerated Approval of a Proposed Rule 
Change To Amend Rule 13.15, Which Governs the Exchange's Minor Rule 
Violation Plan).
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    The proposed rule change next relocates violations of Rules 22.6(b) 
and (c), currently in Rule 25.3(c) of the MRVP, to Rule 25.3(d) (Rule 
25.3(c), as amended) \6\ of the MRVP. The Exchange notes that Rule 22.6 
governs Market Maker quoting obligations on the Exchange and, more 
specifically, Rule 22.6(b) requires a Market Maker to submit initial 
quotes that contain certain volume and Rule 22.6(c) requires a Market 
Maker to submit two-sided quotes. As stated above, Rule 25.3(d) 
currently imposes certain fines for a Market Maker's failure to meet 
the continuous quoting obligations in Rule 22.6(d). By relocating 
violations of Rules 22.6(b) and (c) to join violations of Rule 22.6(d) 
in Rule 25.3(d) of the MRVP, the proposed rule change amends the MRVP 
to impose the same fine schedule for violations of a Market Maker's 
quoting obligations. The proposed rule change

[[Page 73073]]

subsequently renames Rule 25.3(d) as ``Market Maker Quoting 
Obligations''. The Exchange notes that the proposed rule change is 
consistent, and intended to harmonize to the extent possible, with the 
MRVP of the Exchange's affiliated options exchange, Cboe Exchange, Inc. 
(``Cboe Options''), which imposes the one fine schedule for a market 
maker's failure to meet its quoting obligations on Cboe Options, 
including failure to meet continuous quoting requirements and failure 
to meet initial quote volume requirements.\7\ The Exchange's affiliated 
options exchanges, Cboe EDGX Exchange, Inc. (``EDGX Options'') and Cboe 
C2 Exchange, Inc. (``C2''), also intend to file a proposal to update 
their MRVPs in connection with the violations of market maker quoting 
requirements on EDGX Options and C2, to the extent possible, in an 
identical manner.
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    \6\ See supra note 4.
    \7\ See Cboe Options Rule 13.15(g)(9).
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    Additionally, while current Rule 25.3(c) provides that each 
paragraph of such sections subject to this Rule shall be treated 
separately for purposes of determining the number of cumulative 
violations, the corresponding Cboe Options MRVP provision applicable to 
violations of market maker quoting obligations does not contain this 
language and Cboe Options may aggregate violations across sections 
governing market maker quoting obligations. Therefore, in order to 
harmonize the process for imposing minor rule violation fines for 
market maker violation of quoting obligations across the Exchange and 
its affiliated options exchanges,\8\ the proposed rule change does not 
relocate such language currently in 25.3(c) to Rule 25.3(d), and, as a 
result, the Exchange will likewise be able to choose to aggregate 
violations across sections governing market maker quoting obligations. 
Additionally, the Exchange notes that Rule 25.3(d) already permits the 
Exchange to aggregate violations of a Market Maker's continuous quoting 
obligations into a single offense. Specifically, Rule 25.3(d) provides 
that violations occurring during a calendar month are aggregated and 
sanctioned as a single offense. To accommodate the addition of the 
Market Maker two-sided quote and initial quote volume requirements to 
Rule 25.3(d) and harmonize Rule 25.3(d) with that of Cboe Option's 
corresponding MRVP provision, the proposed rule change updates this 
language to provide that violations occurring during a calendar month 
may be aggregated and sanctioned as a single offense.\9\ The proposed 
rule change also updates the fine schedule heading in Rule 25.3(d) to 
reflect that fines may be imposed per the number of offenses, rather 
than violations, which more accurately reflects the manner in which the 
Exchange aggregates violations as a single offense under Rule 25.3(d), 
currently and as proposed.
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    \8\ As indicated above, EDGX Options intends to file a proposal 
to update its MRVP in connection with violations of market maker 
quoting requirements on EDGX Options in an identical manner.
    \9\ The Exchange also notes that the current provision requiring 
the Exchange to aggregate and sanction violations as a single 
offense, applicable to violations of a Market Maker's continuous 
quoting obligations, currently conflicts with Rule 22.6(d) and a 
Market Maker's continuous quoting obligations. Specifically, 
pursuant to Rule 22.6(d)(1), the Exchange determines compliance by a 
Market Maker with the continuous quoting obligation in Rule 22.6(d) 
on a monthly basis; however, determining compliance with the 
continuous quoting obligations on a monthly basis does not relieve a 
Market Maker from meeting this obligation on a daily basis, nor does 
it prohibit the Exchange from taking disciplinary action against a 
Market Maker for failing to meet this obligation each trading day. 
Therefore, the Exchange believes that, notwithstanding the proposed 
relocation of Rules 22.6(b) and (c) to Rule 25.3(d), it should have 
the flexibility to be able to separately charge for violations of a 
Market Maker's continuous quoting obligations on a monthly basis and 
a daily basis.
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    The proposed rule change next amends the fine schedule in Rule 
25.3(d) (Rule 25.3(c), as amended) \10\ applicable to Market Makers for 
violations of their quoting obligations (Rules 22.6(b)-(d), as 
proposed) in order to harmonize, to the extent possible, this MRVP 
provision with the corresponding Cboe Options MRVP provision applicable 
to violations of a market makers quoting obligations on Cboe Options. 
The current fine schedule in Rule 25.3(d), currently applicable to 
violations of a Market Maker's continuous quoting obligations, sets 
forth the following:
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    \10\ See supra note 4.
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    For the first violation during any rolling 24-month period (i.e., 
one period),\11\ the fine schedule imposed by Rule 25.3(d) currently 
permits the Exchange to give a Letter of Caution. For a second 
violation during the same period, the fine schedule currently permits 
the Exchange to apply a fine of $1,000. For a third violation in the 
same period, the fine schedule currently permits the Exchange to apply 
a fine of $25,000. For a fourth violation in the same period, the fine 
schedule currently permits the Exchange to apply a fine of $5,000. 
Finally, for five or more violations in the same period, the fine 
schedule currently permits the Exchange to proceed with formal 
disciplinary action.
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    \11\ See Rule 25.3, which provides that a subsequent violation 
is calculated on the basis of a rolling 24-month period 
(``Period'').
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    The proposed rule change updates the fine schedule to provide that, 
during any rolling 24-month period, the Exchange may continue to give a 
Letter of Caution for a first offense,\12\ may apply a fine of $1,500 
for a second offense,\13\ may apply a fine of $3,000 for a third 
offense, and may proceed with formal disciplinary action for subsequent 
offenses. As described above, and as is the case for all rule 
violations covered under Rule 25.3, the Exchange may determine that it 
is appropriate to commence a formal disciplinary proceeding for a 
violation of Market Maker quoting obligations and may choose to proceed 
under the Exchange's formal disciplinary rules rather than its MRVP. 
The Exchange may continue to aggregate similar violations generally if 
the conduct was unintentional, there was no injury to public investors, 
or the violations resulted from a single systemic problem or cause that 
has been corrected, and treat such violations as a single offense.\14\
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    \12\ As stated herein, the proposed rule change also updates the 
fine schedule heading to reflect that fines may be imposed per the 
number of offenses, rather than violations, which more accurately 
reflects the manner in which the Exchange aggregates violations as a 
single offense under Rule 25.3(d), currently and as proposed.
    \13\ Any fine imposed pursuant to the Exchange's MRVP that does 
not exceed $2,500 and is not contested shall not be publicly 
reported, except as may be required by Rule 19d-1 under the Act or 
as may be required by any other regulatory authority. See Rule 
8.15(a).
    \14\ See Rule 8.15(a).
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    The Exchange believes it is appropriate to increase the fine 
amounts for a second and third offense and to remove the fine imposed 
for a fourth offense and proceed with formal disciplinary proceedings 
for subsequent offenses following a third offense. Particularly, the 
Exchange believes that applying a higher fine per second and third 
offenses in connection with a Market Maker's quoting obligations \15\ 
and, ultimately, formal disciplinary proceedings for any subsequent 
offenses during a rolling 24-month period, will allow the Exchange to 
levy progressively larger fines and greater penalties (i.e., formal 
disciplinary proceedings following a third offense) against repeat-
offenders. The Exchange believes this fine structure may serve to more 
effectively deter repeat-offenders

[[Page 73074]]

while continuing to provide reasonable warning for a first offense 
during a rolling 24-month period. The Exchange notes that the proposed 
fine schedule for violations of a Market Maker's quoting obligations is 
identical to the fine schedule under the MRVP of Cboe Options for 
market maker violations of quoting obligations on Cboe Options, 
including a continuous quoting requirement and initial volume 
requirement. The Exchange further notes that the proposed change is 
intended to provide for consistency across the Exchange's MRVP and the 
MRVPs of its affiliated options exchanges, Cboe Options, EDGX Options 
and Cboe C2 Exchange, Inc. (``C2''), as EDGX Options and C2 also intend 
to file proposals to update their minor rule violation fines for 
violations of market maker quoting requirements on their exchanges in 
an identical manner.
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    \15\ The proposed fine amounts are also an increase from the 
fines in Rule 25.3(c) currently imposed for violations of Market 
Maker initial quote volume and two-sided requirements. The Exchange 
notes, however, that Rule 25.3(c) currently imposes fines per 
violation whereas Rule 25.3(d) imposes fines per offense, which may 
be cumulative violations of Market Maker quoting obligations, as 
proposed.
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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.\16\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \17\ 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. The Exchange 
believes the proposed rule change is consistent with the Section 
6(b)(5) \18\ requirement that the rules of an exchange not be designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ Id.
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    The Exchange believes that the proposed rule change to remove the 
firm quote requirement, which it no longer considers violations of 
which to be minor in nature, as eligible for a minor rule fine 
disposition under its MRVP, will assist the Exchange in preventing 
fraudulent and manipulative acts and practices and promoting just and 
equitable principles of trade, and will serve to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and, in general, protect investors and the public 
interest. Particularly, the Exchange believes that violations of the 
firm quote requirement may directly impact trading on the Exchange, 
maintenance of a fair and orderly market, and customer protection. As 
such, the Exchange does not believe violations of this rule to be minor 
in nature and, instead, should be handled under its formal disciplinary 
rules, rather than imposing fines pursuant to its MRVP. Also, and as 
stated above, the proposed rule change is consistent with the MRVP of 
its affiliated options exchange, Cboe Options, which, for the same 
reasons provided herein, no longer includes violations of the firm 
quote requirement as eligible for a minor rule disposition on Cboe 
Options.\19\
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    \19\ See supra note 5.
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    The Exchange believes that the proposed rule change to apply the 
same MRVP fine schedule for violations of a Market Makers quoting 
obligations pursuant to Rule 22.6 (i.e., Rules 22.6(b)-(d)) and the 
same process for imposing such fines--that is, permitting the Exchange 
to aggregate violations of such Market Maker obligations into a single 
offense--will assist the Exchange in preventing fraudulent and 
manipulative acts and practices and promoting just and equitable 
principles of trade by uniformly imposing penalties and procedures for 
failure to satisfy obligations governed by the same Rule. Additionally, 
the Exchange believes the proposed rule change will serve to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, protect investors and the 
public interest because it is intended to harmonize the Exchange's MRVP 
in connection with Market Maker quoting obligations with that of Cboe 
Options, as well as EDGX Options,\20\ thereby providing consistent 
structures and procedures across MRVP provisions applicable to market 
maker obligations on the affiliated options exchanges.
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    \20\ See supra note 8.
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    The Exchange also believes that the proposed rule change, in 
connection with the fine schedule for violations of a Market Maker's 
quoting obligations in Rule 25.3(d), as proposed, to increase the fine 
amounts for a second and third offense \21\ and to remove the fine 
imposed for a fourth offense and proceed with formal disciplinary 
proceedings for subsequent offenses following a third offense will 
assist the Exchange in preventing fraudulent and manipulative acts and 
practices and promoting just and equitable principles of trade, and 
will serve to remove impediments to and perfect the mechanism of a free 
and open market and a national market system, and, in general, protect 
investors and the public interest. Particularly, the Exchange believes 
that applying a higher fine per second and third offenses and, 
ultimately, formal disciplinary proceedings for any subsequent offenses 
during a rolling 24-month period, will allow the Exchange to levy 
progressively larger fines and greater penalties (i.e., formal 
disciplinary proceedings following a third offense) against repeat-
offenders which may serve to more effectively deter repeat-offenders 
while providing reasonable warning for a first offense during a rolling 
24-month period. The Exchange believes that more effectively deterring 
repeat-offenders, while continuing to make first instance offenders 
aware of their quoting obligation violations and the subsequent 
consequences for continued failure, will, in turn, further motivate 
Market Makers to continue to uphold their quoting obligations, 
providing liquid markets to the benefit of all investors. The Exchange 
again notes that the proposed fine schedule is consistent with the fine 
schedule under Cboe Options' MRVP applicable to violations of Market 
Maker quoting requirements on Cboe Options, including a continuous 
quoting requirement and initial quote volume requirement. As described 
above, EDGX Options and C2 intend to file proposals to update their 
minor rule violation fines applicable to violations of market maker 
quoting obligations in the same manner as Cboe Options and as proposed 
herein. As such, the proposed rule change is also designed to benefit 
investors by providing from consistent penalties across the MRVPs of 
the Exchange and its affiliated options exchanges.
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    \21\ See supra note 15.
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    The Exchange further believes that the proposed rule changes to 
Rule 25.3 are consistent with Section 6(b)(6) of the Act,\22\ which 
provides that members and persons associated with members shall be 
appropriately disciplined for violation of the provisions of the rules 
of the exchange, by expulsion, suspension, limitation of activities, 
functions, and operations, fine, censure, being suspended or barred 
from being associated with a member, or any other fitting sanction. As 
noted, the proposed

[[Page 73075]]

rule change removes a Rule listed as eligible for a minor rule fine 
disposition under the Exchange's MRVP that the Exchange no longer 
believes violations of which are minor in nature and is more 
appropriately disciplined through the Exchange's formal disciplinary 
procedures, amends the MRVP provisions so that the same fine schedule, 
and process to impose such fines, uniformly applies to violations of a 
Market Maker's quoting obligations in Rule 22.6, and amends the fine 
schedule applicable to Market Maker failures to meet their quoting 
obligations in a manner that appropriately sanctions such failures.
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    \22\ 15 U.S.C. 78f(b)(6).
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    The Exchange also believes that the proposed change is designed to 
provide a fair procedure for the disciplining of members and persons 
associated with members, consistent with Sections 6(b)(7) and 6(d) of 
the Act.\23\ Rule 25.3, currently and as amended, does not preclude an 
Options Member, associated person of an Options Member, or registered 
or non-registered employee of an Options Member from contesting an 
alleged violation and receiving a hearing on the matter with the same 
procedural rights through a litigated disciplinary proceeding.
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    \23\ 15 U.S.C. 78f(b)(7) and 78f(d).
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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 is 
not intended to address competitive issues but rather is concerned 
solely with amending its MRVP in connection with rules eligible for a 
minor rule fine disposition and with the fine schedule for Market Maker 
failures to meet their quoting obligations. The Exchange believes the 
proposed rule changes, overall, will strengthen the Exchange's ability 
to carry out its oversight and enforcement functions and deter 
potential violative conduct.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-CboeBZX-2021-083 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-CboeBZX-2021-083. 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-CboeBZX-2021-083, and should be 
submitted on or before January 13, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-27926 Filed 12-22-21; 8:45 am]
BILLING CODE 8011-01-P