[Federal Register Volume 87, Number 12 (Wednesday, January 19, 2022)]
[Notices]
[Pages 2960-2961]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00881]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93968; File No. SR-EMERALD-2021-46]


Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the Exchange's Fee Schedule

January 12, 2022.
    Pursuant to the provisions of 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 December 29, 2021, MIAX Emerald, LLC (``MIAX 
Emerald'' or ``Exchange''), filed with the Securities and Exchange 
Commission (``Commission'') a 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

    The Exchange is filing a proposal to amend the MIAX Emerald Fee 
Schedule (the ``Fee Schedule'') to reflect adjustments to the Financial 
Industry Regulatory Authority (``FINRA'') Registration Fees.\3\
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    \3\ See Fee Schedule, Section 2)c).
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    While the changes proposed herein are effective upon filing, the 
Exchange has designated the amendments to become operative on January 
2, 2022.\4\
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    \4\ See Securities Exchange Act Release No. 90176 (October 14, 
2020), 85 FR 66592 (October 20, 2020) (SR-FINRA-2020-032) (Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change to 
Adjust FINRA Fees to Provide Sustainable Funding for FINRA's 
Regulatory Mission).
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    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/emerald, at MIAX's 
principal office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the 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 Section 2)c) of the Fee Schedule, 
Web CRD Fees, to reflect adjustments to the FINRA Registration Fees.\5\ 
The FINRA fees are collected and retained by FINRA via Web Central 
Registration Depository (``CRD'') for the registration of associated 
persons of MIAX Emerald Electronic Exchange Member \6\ and Market Maker 
\7\ organizations that are not also FINRA members (``Non-FINRA 
members'').\8\ The Exchange merely lists these fees in its Fee 
Schedule. The Exchange does not collect or retain these fees.
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    \5\ Id.
    \6\ ``Electronic Exchange Member'' means the holder of a Trading 
Permit who is not a Market Maker. Electronic Exchange Members are 
deemed ``members'' under the Exchange Act. See Exchange Rule 100.
    \7\ ``Market Makers'' means ``Lead Market Maker,'' ``Primary 
Lead Market Maker'' and ``Registered Market Maker'' collectively. 
See Exchange Rule 100.
    \8\ See Securities Exchange Act Release No. 85393 (March 21, 
2019), 84 FR 11599 (March 27, 2019) (SR-EMERALD-2019-15).
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    Since March 1, 2019, FINRA has assessed, and the Exchange has 
listed in its Fee Schedule, a $100 fee for the FINRA CRD processing 
fee.\9\ This fee is for all initial, transfer, relicense, and dual 
registration Form U4 filings.\10\ This fee is assessed when a non-FINRA 
firm (i.e., a firm that is not a member of FINRA) submits its first 
initial, transfer, relicense, or dual registration Form U4 filing on 
behalf of a registered person.\11\
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    \9\ See id.
    \10\ Id.
    \11\ Id.
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    The Exchange now proposes to amend, under the General Registration 
Fees in Section 2)c) of the Fee Schedule, the FINRA CRD Processing Fee 
from $100 to $125 for each initial Form U4 filed for the registration 
of a representative or principal. This amendment is made in accordance 
with a recent FINRA rule change to adjust its fees.\12\
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    \12\ Id. FINRA operates Web CRD, the central licensing and 
registration system for the U.S. securities industry. FINRA uses Web 
CRD to maintain the qualification, employment and disciplinary 
histories of registered associated persons of broker-dealers. FINRA 
noted in its rule change that it was adjusting its fees to provide 
sustainable funding for FINRA's regulatory mission.
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    The FINRA fees are collected and retained by FINRA via Web CRD for 
the registration of employees of the Exchange who are Non-FINRA 
members. The FINRA Web CRD Fees are user-based, and there is no 
distinction in the cost incurred by FINRA if the user is a FINRA member 
or a Non-FINRA member. Accordingly, the proposed fees mirror those 
currently assessed by FINRA. The Exchange merely lists these fees in 
its Fee Schedule. The Exchange does not collect or retain these fees.
Implementation
    The proposed rule change will become operative on January 2, 2022.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\13\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \14\ 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) \15\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
    \15\ Id.
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    The Exchange believes it is reasonable to increase the $100 fee for 
each initial Form U4 filed for the registration of a representative or 
principal to $125 in accordance with an adjustment to

[[Page 2961]]

FINRA's fees. The Exchange's rule text will reflect the current 
registration rate that will be assessed by FINRA as of January 2, 2022. 
The proposed fee change is identical to that adopted by FINRA for use 
of Web CRD for the registration of FINRA members and their associated 
persons. These costs are borne by FINRA when a Non-FINRA member uses 
Web CRD.
    The Exchange believes that its proposal to increase the $100 fee 
for each initial Form U4 filed for the registration of a representative 
or principal to $125 is equitable and not unfairly discriminatory as 
the amendment will reflect the current fee that will be assessed by 
FINRA to all members who require Form U4 filings as of January 2, 2022. 
Further, the proposal is also equitable and not unfairly discriminatory 
because the Exchange will not be collecting or retaining these fees; 
therefore, the Exchange will not be in a position to apply them in an 
inequitable or unfairly discriminatory manner. The proposed rule change 
was based on recent fee adjustments currently assessed by FINRA.\16\ 
Thus, the proposed change does not raise any new or novel issues. For 
these reasons, the Exchange believes that the proposal is consistent 
with the Act.
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    \16\ See supra note 4.
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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 Exchange believes that 
its proposal to increase the $100 fee for each initial Form U4 filed 
for the registration of a representative or principal to $125 does not 
impose an undue burden on competition as the amendment will reflect the 
current fee that will be assessed by FINRA to all members who require 
Form U4 filings as of January 2, 2022. Further, the proposal does not 
impose an undue burden on competition because the Exchange will not be 
collecting or retaining these fees; therefore, the Exchange will not be 
in a position to apply them in an inequitable or unfairly 
discriminatory manner.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor 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)(ii) of the Act,\17\ and Rule 19b-4(f)(2) \18\ thereunder. 
At any time within 60 days of the filing of the proposed rule change, 
the Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or disapproved.
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    \17\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \18\ 17 CFR 240.19b-4(f)(2).
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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-EMERALD-2021-46 on the subject line.

Paper Comments

     Send paper comments in triplicate to Vanessa Countryman, 
Secretary, Securities and Exchange Commission, 100 F Street NE, 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-EMERALD-2021-46. 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; the Commission does not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-EMERALD-2021-46 and should 
be submitted on or before February 9, 2022.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00881 Filed 1-18-22; 8:45 am]
BILLING CODE 8011-01-P